Exhibit 4.9


 








EXECUTION
VERSION


 


AGREEMENT
AMONG NOTEHOLDERS




 


Dated
as of May 18, 2018



by and among


 


UBS
AG, BY AND THROUGH ITS BRANCH OFFICE AT 1285 AVENUE OF THE

 AMERICAS, NEW YORK, NEW YORK

(Initial Note A-1 Holder and Initial Note A-2 Holder)


 


and


 


 ATHENE ANNUITY AND LIFE COMPANY, AN IOWA COMPANY DOING BUSINESS

 IN NEW YORK UNDER FICTITIOUS NAME MLS, ATHENE IOWA

(Initial Note B-1 Holder)


 


and


 


AMERICAN
EQUITY INVESTMENT LIFE INSURANCE COMPANY


(Initial
Note B-2 Holder)


 


5TH
STREET STATION


 






     


     


    




 


TABLE
OF CONTENTS


 





	 	 	Page
	 	 	 
	Section 1	Definitions	2
	Section 2	Servicing	28
	Section 3	Subordination of Junior Notes; Payments Prior
    to a Sequential Pay Event	34
	Section 4	Payments Following a Sequential Pay Event	36
	Section 5	Administration of the Mortgage Loan	39
	Section 6	Appointment of Operating Advisor	47
	Section 7	Special Servicer	49
	Section 8	Payment Procedure	50
	Section 9	Limitation on Liability of the Noteholders	51
	Section 10	Bankruptcy	52
	Section 11	Cure Rights of the Controlling Noteholder	53
	Section 12	Purchase of the Senior Notes By the Junior Noteholders	56
	Section 13	Representations of the Junior Noteholders	57
	Section 14	Representations of the Senior Noteholders	58
	Section 15	Independent Analysis of the Junior Noteholders
    and the Senior Noteholders	58
	Section 16	No Creation of a Partnership	59
	Section 17	Not a Security	59
	Section 18	Other Business Activities of the Noteholders	59
	Section 19	Sale of the Notes	59
	Section 20	Registration of Transfer	64
	Section 21	Registration of the Notes	65
	Section 22	No Pledge	65
	Section 23	Cooperation in Securitization	65
	Section 24	Governing Law; Waiver of Jury Trial	67
	Section 25	Submission To Jurisdiction; Waivers	67
	Section 26	Modifications	68
	Section 27	Successors and Assigns; Third Party Beneficiaries	68
	Section 28	Counterparts; Facsimile Execution	68
	Section 29	Captions	69
	Section 30	Severability	69
	Section 31	Entire Agreement	69
	Section 32	Withholding Taxes	69
	Section 33	Custody of Mortgage Loan Documents	71
	Section 34	Servicing of the Loan After the Securitization
    Date	71
	Section 35	Notices	71
	Section 36	Broker	71
	Section 37	Certain Matters Affecting the Agent	71
	Section 38	Termination of Agent	72
	Section 39	Resizing	72
	 	 	 




 






    -i- 


     


    

 




THIS
AGREEMENT AMONG NOTEHOLDERS (with the exhibits and schedules hereto and all amendments and modifications hereof and supplements
hereto, this “Agreement”), dated as of May 21, 2018 by and among UBS AG, by and through its branch office
at 1285 Avenue of the Americas, New York, New York (“UBS AG, New York Branch,” together with its successors
and assigns in interest, in its capacity as the initial owner of Note A-1 (as defined herein), the “Initial Note A-1
Holder”), UBS AG, New York Branch (together with its successors and assigns in interest, in its capacity as the initial
owner of Note A-2 (as defined herein), the “Initial Note A-2 Holder”) (the Initial Note A-1 Holder
and the Initial Note A-2 Holder shall be referred to herein each as a “Initial Senior Noteholder” and collectively
as the “Initial Senior Noteholders”), and Athene Annuity and Life Company (in its capacity as initial owner
of Note B-1 (as defined herein), the “Initial Note B-1 Holder”), American Equity Investment Life Insurance
Company (in its capacity as initial owner of Note B-2 (as defined herein), the “Initial Note B-2 Holder”) (the
Initial Note B-1 Holder and the Initial Note B-2 Holder shall be referred to herein each as an “Initial Junior Noteholder”
and collectively as the “Initial Junior Noteholders”).


 


W I T N E S S E T H:


 


WHEREAS,
pursuant to the Mortgage Loan Agreement (as defined herein), UBS AG, New York Branch originated a certain loan described on the
schedule attached hereto as Exhibit A (the “Mortgage Loan Schedule”) (the “Mortgage Loan”)
to the mortgage loan borrower described on the Mortgage Loan Schedule (the “Mortgage Loan Borrower”), which
is evidenced, inter alia, by four promissory notes (each, a “Note” and collectively, as amended, modified
or supplemented, the “Notes”), each dated May 18, 2018, with the first such note in the original principal
amount of $36,000,000 (as amended, modified or supplemented, “Note A-1”), made by the Mortgage Loan Borrower
in favor of the Initial Note A-1 Holder, with the second such note in the original principal amount of $9,000,000 (as amended,
modified or supplemented, “Note A-2” and together with Note A-1, each, a “Senior Note”
and collectively, the “Senior Notes”) made by the Mortgage Loan Borrower in favor of the Initial Note A-2 Holder,
with the third such note in the original principal amount of $29,000,000 (as amended, modified or supplemented, “Note
B-1”), made by the Mortgage Loan Borrower in favor of UBS AG, New York Branch and subsequently transferred to the Initial
B-1 Holder, with the fourth such note in the original principal amount of $9,300,0000 (as amended, modified or supplemented, “Note
B-2” and together with Note B-1, each, a “Junior Note” and collectively, the “Junior Notes”),
made by the Mortgage Loan Borrower in favor of UBS AG, New York Branch and subsequently transferred to the Initial B-2
Holder, and secured by certain first mortgages or deeds of trust lien (as amended, modified or supplemented, the “Mortgage”)
on one or more parcels of, or estates in, real property located as described on the Mortgage Loan Schedule (collectively, the
“Mortgaged Property”);


 


WHEREAS,
as of the date hereof, UBS AG, New York Branch has transferred all of its right, title and interest, in to and under Note B-1
and Note B-2 to the Initial Junior Noteholders pursuant to that certain Assignment and Assumption Agreement among UBS AG, New
York Branch and the Initial Junior Noteholders date as of the date hereof;


 






     


     


    

 


WHEREAS,
each Initial Senior Noteholder intends, but is not bound, to sell, transfer and assign all or a portion of its right, title and
interest in and to its respective Note to one or more depositors who will in turn transfer the same to one or more trusts as part
of the securitization of one or more mortgage loans;


 


WHEREAS,
the Initial Senior Noteholders and the Initial Junior Noteholders desire to enter into this Agreement to memorialize the terms
under which they, and their successors and assigns, shall hold the Senior Notes and the Junior Notes, respectively;


 


NOW,
THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto mutually agree as follows:


 


Section
1.       Definitions. References to a “Section” or the “recitals”
are, unless otherwise specified, to a Section or the recitals of this Agreement. Capitalized terms not otherwise defined herein
shall have the meaning ascribed thereto in the Servicing Agreement or the Model PSA, as applicable. Whenever used in this Agreement,
the following terms shall have the respective meanings set forth below unless the context clearly requires otherwise.


 


“Accelerated
Mezzanine Loan Lender” shall mean any Mezzanine Lender if any Mezzanine Loan has been accelerated in whole or in part
or if foreclosure or enforcement proceedings or other remedies have been commenced against the equity collateral pledged to secure
any Mezzanine Loan or against any guarantor or indemnitor of any obligations under the loan documents evidencing, guaranteeing
or securing any Mezzanine Loan.


 


“Acceptable
Insurance Default” (i) prior to the Securitization Date, shall have the meaning assigned to such term in the Model PSA
and (ii) following the Securitization Date, shall have the meaning assigned to such term in the Lead Securitization Servicing
Agreement or such other analogous term used in the Lead Securitization Servicing Agreement.


 


“Additional
Servicing Expenses” shall mean (a) all Servicing Advances, fees and/or expenses incurred by and reimbursable to any
Servicer, Trustee, Securitization Operating Advisor, Certificate Administrator or fiscal agent pursuant to the Servicing Agreement,
and (b) all interest accrued on Advances made by (x) any Servicer, Trustee or fiscal agent in accordance with the terms of the
Servicing Agreement or (y) any Non-Lead Servicer, Non-Lead Trustee or the fiscal agent in accordance with the terms of the related
Non-Lead Securitization Servicing Agreement; provided that the aggregate special servicing fee (or equivalent) (which fee
is payable solely during the period that the Mortgage Loan is a Specially Serviced Loan) shall not exceed an amount equal to 0.25%
per annum of the outstanding principal balance of the Mortgage Loan, the special servicing liquidation fee (or equivalent) shall
not exceed 1.0% of the collections made with respect to the Mortgage Loan or any sums received from proceeds from the disposition
of the Mortgaged Property or the Mortgage Loan, as the case may be, and the special servicing workout fee (or equivalent) shall
not exceed 1.0% of the collections made with respect to the Mortgage Loan while the Mortgage Loan is a performing or “corrected”
loan (or such other analogous term pursuant to the Servicing Agreement), subject to customary market caps and floors.


 






    2


     


    

 


“Advance
Interest Amount” shall mean interest payable on Advances, as specified in the Servicing Agreement or Non-Lead Securitization
Servicing Agreement, as applicable.


 


“Advances”
shall have the meaning assigned to such term in the Servicing Agreement or such other analogous term used in the Servicing Agreement
or Non-Lead Securitization Servicing Agreement, as applicable.


 


“Affiliate”
shall mean with respect to any specified Person (i) any other Person Controlling or Controlled by or under common Control
with such specified Person (each a “Common Control Party”), (ii) any other Person owning, directly or
indirectly, ten percent (10%) or more of the beneficial interests in such Person or (iii) any other Person in which such
Person or a Common Control Party owns, directly or indirectly, ten percent (10%) or more of the beneficial interests.


 


“Agent”
shall mean the Initial Agent or such Person to whom the Initial Agent shall delegate its duties hereunder, and from and after
the Securitization Date shall mean the Certificate Administrator, if any, and if there is no Certificate Administrator, shall
mean the Trustee.


 


“Agent
Office” shall mean, prior to the First Securitization, the designated office of the Initial Agent in the State of New
York, which office at the date of this Agreement is located at UBS AG, 1285 Avenue of the Americas, New York, New York, 10019,
Attention: David Schell, Email address: david.schell@ubs.com, and which is the address to which notices to and correspondence
with the Agent should be directed. The Agent may change the address of its designated office by notice to the Noteholders.


 


“Agreement”
shall have the meaning assigned to such term in the preamble.


 


“Apollo
Holder” means individually or collectively, as the context so requires, any Noteholder that is (i) Athene Annuity and
Life Company, (ii) American Equity Investment Life Insurance Company or (iii) any Affiliate thereof, provided that such Affiliate
is Controlled by Apollo Global Management or Athene Asset Management, L.P.


 


“Appraisal”
(i) prior to the Securitization Date, shall have the meaning assigned to such term in the Model PSA and (ii) following the Securitization
Date, shall have the meaning assigned to such term in the Lead Securitization Servicing Agreement or
such other analogous term used in the Lead Securitization Servicing Agreement.


 


“Appraisal
Reduction Amount” (i) prior to the Securitization Date, shall have the meaning assigned to such term in the Model PSA
and (ii) following the Securitization Date, shall have the meaning assigned to such term in the Lead
Securitization Servicing Agreement or such other analogous term used in the Lead Securitization
Servicing Agreement.


 





“Asset
Representations Reviewer” shall have the meaning assigned to such term in the Lead Securitization Servicing Agreement
or such other analogous term used in the Lead Securitization Servicing Agreement.


 






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“Asset
Review” shall have the meaning assigned to such term in any Non-Lead Securitization Servicing Agreement or such other
analogous term used in any Non-Lead Securitization Servicing Agreement.


  


“Asset
Status Report” shall have the meaning assigned to such term in the Servicing Agreement or such other analogous term
used in the Servicing Agreement.


 


“Balloon
Payment” shall have the meaning assigned to such term in the Servicing Agreement or such other analogous term used in
the Servicing Agreement.


 


“Bankruptcy
Code” shall mean the United States Bankruptcy Code, as amended from time to time, any successor statute or rule promulgated
thereto.


 


“Business
Day” shall have the meaning assigned to such term in the Servicing Agreement or Non-Lead Securitization Servicing Agreement,
as applicable.


 


“CDO”
shall have the meaning assigned to such term in the definition of the term “Qualified Institutional Lender”.


 


“CDO
Asset Manager” with respect to any Securitization Vehicle that is a CDO, shall mean the entity which is responsible
for managing or administering a Junior Note as an underlying asset of such Securitization Vehicle or, if applicable, as an asset
of any Intervening Trust Vehicle (including, without limitation, the right to exercise any consent and control rights available
to the holder of such Junior Note).


 


“Certificate
Administrator” shall mean the certificate administrator under the Lead Securitization Servicing Agreement, if any.


 


“Code”
shall mean the Internal Revenue Code of 1986, as amended.


 


“Collection
Account” shall mean the trust account or accounts (including any sub-accounts) created and maintained by the Servicer.


 


“Common
Control Party” shall mean with respect to any specified Person, any other Person that Controls, is Controlled by or
under common Control with such specified Person.


 


“Conduit”
shall have the meaning assigned to such term in Section 19(f).


 


“Conduit
Credit Enhancer” shall have the meaning assigned to such term in Section 19(f).


 


“Conduit
Inventory Loan” shall have the meaning assigned to such term in Section 19(f).


 


“Control”
means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an
entity, whether through the ability to exercise voting power, by contract or otherwise; provided that, for purposes of the definition
of


 






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“Qualified Institutional Lender” as used in this Agreement (other than in connection with the definition of “Apollo
Holder”), “Control” shall also require the ownership, directly or indirectly, in the aggregate of more than
fifty percent (50%) of the beneficial ownership interests of an entity. “Controlled” and “Controlling”
each have the meaning correlative thereto.


 


“Control
Appraisal Period” A “Control Appraisal Period” shall exist with respect to the Mortgage Loan, if and for
so long as:


 


(a)       (1)
the initial Junior Note Principal Balance minus (2) the sum (without duplication) of (x) any payments of principal (whether as
principal prepayments or otherwise) allocated to, and received on, the Junior Notes after the date of creation of the Junior Notes
(and not returned to the Senior Noteholders, the Servicer or Mortgage Loan Borrower as required by this Agreement), (y) any Appraisal
Reduction Amount for the Mortgage Loan that is allocated to the Junior Notes and (z) without duplication, any losses realized
with respect to any Mortgaged Property or the Mortgage Loan that are allocated to the Junior Notes, is less than


 


(b)       25%
of the remainder of (i) the initial Junior Note Principal Balance less (ii) any payments of principal (whether as principal prepayments
or otherwise) allocated to, and received by, the Junior Noteholders on the Junior Notes (and not returned to the Senior Noteholders,
the Servicer or Mortgage Loan Borrower as required by this Agreement) after the date of creation of the Junior Notes.


 


“Controlling
Class Representative” shall have the meaning assigned to such term in the Lead Securitization Servicing Agreement or
such other analogous term used in the Lead Securitization Servicing Agreement.


 


“Controlling
Noteholder” shall mean as of any date of determination (i) the Note B-1 Holder unless a Control Appraisal Period has
occurred and is continuing or (ii) if a Control Appraisal Period has occurred and is continuing, the Note A-1 Holder; provided
that at any time the Note A-1 Holder is the Controlling Noteholder and Note A-1 is included in the Lead Securitization,
references to the “Controlling Noteholder” herein shall mean the holders of the majority of the class of securities
issued in the Lead Securitization designated as the “controlling class” or such other class(es) otherwise assigned
the rights to exercise the rights of the “Controlling Noteholder” hereunder, as and to the extent provided in the
Servicing Agreement; provided that, if the Note B-1 Holder would be the Controlling Noteholder pursuant to the terms hereof,
but any interest in any of the Junior Notes is held by any Mortgage Loan Borrower Related Party, or any Mortgage Loan Borrower
Related Party would otherwise be entitled to exercise the rights of the Note B-1 Holder as Controlling Noteholder, a Control Appraisal
Period shall be deemed to have occurred. If a Control Appraisal Period has occurred or deemed to have occurred and any interest
in Note A-1 is held by any Mortgage Loan Borrower Related Party, or any Mortgage Loan Borrower Related Party would otherwise
be entitled to exercise the rights of the Note A-1 Holder as Controlling Noteholder, the rights of the Controlling Noteholder
shall be exercised by the Note A-2 Holder, unless any interest in Note A-2 is held by any Mortgage Loan Borrower Related
Party, in which case the rights of the rights of the Controlling Noteholder shall be deemed null and void and no Mortgage Loan
Borrower Related Party shall be entitled to


 






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exercise such rights. As of the Closing Date, the Controlling Noteholder will be the
Note B-1 Holder.


 


“Crowd
Funding Structure” shall mean the practice of soliciting financial contributions and primarily funding a project or
venture by raising monetary contributions which are funded primarily (a) in reliance upon Regulation Crowdfunding promulgated
by the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended and/or (b) through internet-mediated
registries, platforms or similar portals, mail-order subscriptions, benefit events and/or other similar methods.


 


“Cure
Period” shall have the meaning assigned to such term in Section 11(a).


 


“Custodian”
shall mean the custodian under the Lead Securitization Servicing Agreement, if any.


 


“DBRS”
shall mean DBRS, Inc., and its successors in interest.


 


“Defaulted
Mortgage Loan” shall have the meaning assigned to such term in the Servicing Agreement or such other analogous term
used in the Servicing Agreement.


 


“Defaulted
Mortgage Loan Purchase Price” shall mean the sum, without duplication, of (a) the Principal Balance of the Senior
Notes, (b) accrued and unpaid interest thereon at the Senior Note Rate, from the date as to which interest was last paid
in full by Mortgage Loan Borrower up to and including the end of the interest accrual period relating to the Monthly Payment Date
next following the date the purchase occurred, (c) any other amounts due under the Mortgage Loan, other than Prepayment Premiums,
default interest, late fees, exit fees and any other similar fees, provided that if any Mortgage Loan Borrower Related
Party is the purchaser, the Defaulted Mortgage Loan Purchase Price shall include Prepayment Premiums, default interest, late fees,
exit fees and any other similar fees, (d) without duplication of amounts under clause (c), any unreimbursed property protection
or servicing Advances and any expenses incurred in enforcing the Mortgage Loan Documents (including, without limitation, servicing
Advances payable or reimbursable to any Servicer, and earned and unreimbursed special servicing fees not in excess of the limitations
set forth in this Agreement), (e) without duplication of amounts under clause (c), any accrued and unpaid Advance Interest
Amount, (f) (i) if any Mortgage Loan Borrower Related Party is the purchaser or (ii) if the Mortgage Loan is purchased more than
ninety (90) days after the first such option becomes exercisable pursuant to Section 12 of this Agreement, any liquidation or
workout fees payable under the Lead Securitization Servicing Agreement with respect to the Mortgage Loan and (g) any Recovered
Costs not reimbursed previously to the Senior Notes pursuant to this Agreement. Notwithstanding the foregoing, if any Junior Noteholder
is purchasing from any Mortgage Loan Borrower Related Party, the Defaulted Mortgage Loan Purchase Price shall not include the
amounts described under clauses (d) through (f) of this definition. If the Mortgage Loan is converted into a REO Property, for
purposes of determining the Defaulted Mortgage Loan Purchase Price, interest will be deemed to continue to accrue at the Senior
Note Rate on the Senior Note Principal Balance, as if the Mortgage Loan were not so converted. In no event shall the Defaulted
Mortgage Loan Purchase Price include amounts due or payable to any Junior Noteholder under this Agreement.


 






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“Defaulted
Note Purchase Date” shall have the meaning assigned to such term in Section 12.


 


“Depositor”
shall mean the Person selected by a Senior Noteholder to create a Securitization Trust.


 


“Event
of Default” shall mean, with respect to the Mortgage Loan, an “Event of Default” as defined in the Mortgage
Loan Documents.


 


“Executive
Order” shall mean an Executive Order of the President of the United States of America.


 


“Final
Recovery Determination” (i) prior to the Securitization Date, shall have the meaning assigned to such term in the Model
PSA and (ii) following the Securitization Date, shall have the meaning assigned to such term in the Lead Securitization Servicing
Agreement or such other analogous term used in the Lead Securitization Servicing Agreement.


 


“First
Securitization” shall mean the earliest to occur of the Note A-1 Securitization and the Note A-2 Securitization.


 


“Fitch”
shall mean Fitch Ratings, Inc., and its successors in interest.


 


“Government
Lists” shall mean, collectively, (i) the Specially Designated Nationals and Blocked Persons Lists maintained by OFAC,
(ii) any other list of terrorists, terrorist organizations or narcotics traffickers maintained pursuant to any of the Rules and
Regulations of OFAC, and (iii) any similar lists maintained by the United States Department of State, the United States Department
of Commerce or any other governmental authority or pursuant to any Executive Order.


 


“Guarantor”
shall mean any guarantor or indemnitor (other than the Mortgage Loan Borrower) under any “Guaranty” or the “Environmental
Indemnity” as such terms are defined in the Mortgage Loan Documents.


 


“Initial
Agent” shall mean UBS AG, New York Branch, in its capacity as the initial Agent hereunder.


 





“Initial
Note A-1 Holder” shall have the meaning assigned to such term in the preamble. 


 


“Initial
Note A-2 Holder” shall have the meaning assigned to such term in the preamble. 


 


“Initial
Note B-1 Holder” shall have the meaning assigned to such term in the preamble. 


 


“Initial
Note B-2 Holder” shall have the meaning assigned to such term in the preamble.


 




 



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“Initial Junior Noteholder” shall have the meaning assigned to such term in the
preamble.


“Initial Noteholders” shall mean, collectively, the Initial Note A-1 Holder, the
Initial Note A-2 Holder, the Initial Note B-1 Holder and the Initial Note B-2 Holder.


“Initial Senior Noteholder” shall have the meaning assigned to such term in the
preamble. 





“Insolvency
Proceeding” shall mean any proceeding under Title 11 of the United States Code (11 U.S.C. Sec. 101 et seq.) or any other
insolvency, liquidation, reorganization or other similar proceeding concerning the Mortgage Loan Borrower, any action for the
dissolution of the Mortgage Loan Borrower, any proceeding (judicial or otherwise) concerning the application of the assets of
the Mortgage Loan Borrower for the benefit of its creditors, the appointment of or any proceeding seeking the appointment of a
trustee, receiver or other similar custodian for all or any substantial part of the assets of the Mortgage Loan Borrower or any
other action concerning the adjustment of the debts of the Mortgage Loan Borrower, the cessation of business by the Mortgage Loan
Borrower, except following a sale, transfer or other disposition of all or substantially all of the assets of the Mortgage Loan
Borrower in a transaction permitted under the Mortgage Loan Documents; provided, however, that following any such
permitted transaction affecting the title to the Mortgaged Property, the Mortgage Loan Borrower for purposes of this Agreement
shall be defined to mean the successor owner of the Mortgaged Property from time to time as may be permitted pursuant to the Mortgage
Loan Documents; provided, further, however, that for the purposes of this definition, in the event that more
than one entity comprises the Mortgage Loan Borrower, the term “Mortgage Loan Borrower” shall refer to any such entity.


 


“Insurance
and Condemnation Proceeds” (i) prior to the Securitization Date, shall have the meaning assigned to such term in the
Model PSA and (ii) following the Securitization Date, shall have the meaning assigned to such term in the Lead Securitization
Servicing Agreement or any one or more analogous terms in the Lead Securitization Servicing Agreement.


 


“Interest
Rate” shall have the meaning assigned to such term in the Mortgage Loan Agreement.


 


“Interested
Person” (i) prior to the Securitization Date, shall have the meaning assigned to such
term in the Model PSA and (ii) following the Securitization Date, shall have the meaning assigned to such term in the Lead Securitization
Servicing Agreement or such other analogous term used in the Lead Securitization
Servicing Agreement.


 


“Intervening
Trust Vehicle” with respect to any Securitization Vehicle that is a CDO, shall mean a trust vehicle or entity which
holds the applicable Junior Note as collateral securing (in whole or in part) any obligation or security held by such Securitization
Vehicle as collateral for the CDO.


 


“Junior
Note(s)” shall have the meaning assigned to such term in the recitals.


 






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“Junior
Noteholder(s)” shall have the meaning assigned to such term in the recitals.


 


“Junior
Noteholder Representative” shall have the meaning assigned to such term in Section 19(b).


 


“Junior
Note Percentage Interest” shall mean a fraction, expressed as a percentage, the numerator of which is the Junior Note
Principal Balance and the denominator of which is the sum of the Senior Note Principal Balance and the Junior Note Principal Balance.


 


“Junior
Note Principal Balance” shall mean, at any time of determination, the Initial Junior Note Principal Balance set forth
on the Mortgage Loan Schedule, less any payments of principal thereon or reductions in such amount pursuant to Section 3, 4 or
5, as applicable.


 


“Junior
Note Rate” shall mean the Junior Note Rate set forth on the Mortgage Loan Schedule.


 


“Junior
Principal Portion” means, with respect to each Monthly Payment Date, the Junior Note Percentage Interest of principal
payments received with respect to the Mortgage Loan.


 


“KBRA”
shall mean Kroll Bond Rating Agency, Inc., and its successors in interest.


 


“Lead
Securitization” shall mean (a) if the First Securitization is also the Note A-1 Securitization, the First Securitization
and (b) if the First Securitization is not also the Note A-1 Securitization, then (i) for the period from the closing date of
the First Securitization until the Note A-1 Securitization Date, the First Securitization and (ii) on and after the Note A-1 Securitization
Date, the Note A-1 Securitization.


 


“Lead
Securitization Note” shall mean (a) during the period from and after the Note A-2 Securitization Date but prior to the
Note A-1 Securitization Date, the Note to be contributed to the First Securitization; and (b) on and after the Note A-1 Securitization
Date, Note A-1.


 


“Lead
Securitization Noteholder” shall mean the holder of the Lead Securitization Note.


 


“Lead
Securitization Servicing Agreement” shall mean, as of any date of determination, the pooling and servicing agreement
that governs the Securitization that is then the Lead Securitization, which shall be substantially in the form of the Model PSA
and shall be a pooling and servicing agreement customary and usually used in the servicing practices of servicers of commercial
mortgage loans intended to be securitized; provided it is acknowledged that such agreement is subject in all respects to changes
(i) required by the Code relating to the tax elections of the related Securitization Trust, (ii) required by law or changes in
any law, rule or regulation, (iii) requested by the Rating Agencies or any purchaser of subordinate certificates that are customary
and consistent with market standards or (iv) such other changes as the holder


 






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of the Lead Securitization Note deems advisable
to conform to recent market pooling and servicing agreements for commercial mortgage securitizations; provided further, that during
any period that the Mortgage Loan is no longer subject to the provisions of the Lead Securitization Servicing Agreement, the “Lead
Securitization Servicing Agreement” shall be determined in accordance with Section 2(f).


 


“Lead
Securitization Trust” shall mean the Securitization Trust created in connection with the Lead Securitization.


 


“Lender”
shall have the meaning assigned to such term in the Mortgage.


 


“Liquidation
Proceeds” (i) prior to the Securitization Date, shall have the meaning assigned to such term in the Model PSA and (ii)
following the Securitization Date, shall have the meaning assigned to such term in the Lead Securitization Servicing Agreement
or such other analogous term used in the Lead Securitization Servicing Agreement.


 


“Major
Decisions” shall mean:


 


(i)        any
proposed or actual foreclosure upon or comparable conversion (which may include acquisitions of the related REO Property) of the
ownership of properties securing the Mortgage Loan;


 


(ii)       any
modification, consent to a modification or waiver of any monetary term (other than Penalty Charges) or material non-monetary term
(including, without limitation, the timing of payments and acceptance of discounted pay-offs but excluding waiver of Penalty Charges)
of the Mortgage Loan or any extension of the maturity date of the Mortgage Loan;


 


(iii)      any
modification of, or waiver with respect to, the Mortgage Loan that would result in a discounted pay-off of the Junior Note;


 


(iv)      any
sale of the Mortgage Loan (when it is a Defaulted Mortgage Loan) or REO Property for less than the applicable Defaulted Mortgage
Loan Purchase Price;


 


(v)       any
determination to bring the related REO Property into compliance with applicable environmental laws or to otherwise address hazardous
materials located at the related REO Property;


 


(vi)      any
release of collateral or any acceptance of substitute or additional collateral for the Mortgage Loan, or any consent to either
of the foregoing, other than if otherwise required pursuant to the specific terms of the Mortgage Loan Documents and for which
there is no lender discretion;


 


(vii)     any
(i) waiver of a “due on sale” or “due on encumbrance” clause with respect to the Mortgage Loan, (ii) consent
to such a waiver, (iii) consent to a transfer of the Mortgaged Property or interests in the Mortgage Loan Borrower or (iv) consent
or approval related to the incurrence of additional debt by Mortgage


 






    10


     


    

 


Loan Borrower, in each case other than any such transfer
or incurrence of debt as may be effected as-of-right without the consent of the lender under the related loan agreement or related
to an immaterial easement, right of way or similar agreement;


 


(viii)     any
amendment, modification or termination of any Management Agreement (as defined in the Mortgage Loan Agreement), any property management
company changes, including, without limitation, approval of the termination of a manager and appointment of a new property manager
or franchise changes (in each case, if the lender is required to consent or approve such changes under the Mortgage Loan Documents);


 


(ix)       releases
of any escrow accounts, reserve accounts or letters of credit held as performance or “earn out” escrows or reserves
other than those required pursuant to the specific terms of the Mortgage Loan and for which there is no lender discretion (the
determination of whether the conditions precedent to releasing or reducing any such escrow accounts, reserve accounts or letters
of credit have been satisfied shall not constitute matters of lender discretion for purposes of this clause (ix));


 


(x)       any
acceptance of an assumption agreement (or any other agreement permitting transfers of interests in the Mortgage Loan Borrower
or any guarantor or indemnitor) releasing a Mortgage Loan Borrower or any guarantor or indemnitor from liability under the Mortgage
Loan Documents (other than pursuant to the specific terms of the Mortgage Loan Documents and for which there is no lender discretion);


 


(xi)       the
determination of the Special Servicer pursuant to the definition of Servicing Transfer Event;


 


(xii)      following
an Event of Default with respect to the Mortgage Loan, any exercise of a material remedy on the Mortgage Loan or any acceleration
of the Mortgage Loan, as the case may be, or initiation of judicial, bankruptcy or similar proceedings under the Mortgage Loan
Documents or with respect to the Mortgage Loan Borrower or Mortgaged Property;


 


(xiii)     any
modification, waiver or amendment of any material term of any intercreditor agreement, co-lender agreement or similar agreement
(other than this Agreement) with any mezzanine lender or subordinate debt holder related to the Mortgage Loan;


 


(xiv)     any
determination of an Acceptable Insurance Default;


 


(xv)      any
proposed modification or waiver of any material provision in the Mortgage Loan Documents governing the type, nature or amount
of insurance coverage required to be obtained and maintained by the Mortgage Loan Borrower;


 






    11


     


    

 


(xvi)      the
granting of any consents or approvals related to the incurrence of additional debt or mezzanine debt by a direct or indirect parent
of the Mortgage Loan Borrower, to the extent the lender’s consent or approval is required under the Mortgage Loan Documents;


 


(xvii)     any
approval of any casualty insurance settlements or condemnation settlements, and any determination to apply casualty proceeds or
condemnation awards to the reduction of the debt rather than to the restoration of the Mortgaged Property, in each case to the
extent the lender’s consent or approval is required under the Mortgage Loan Documents;


 


(xviii)    any
approval of a Major Lease or any modification, amendment or renewal thereof (to the extent lender’s approval is required
by the Mortgage Loan Documents);


 


(xix)       the
voting of any claim or on any plan of reorganization, restructuring or similar plan in the bankruptcy of the Mortgage Loan Borrower
unless any option to purchase the Senior Notes pursuant to Section 12 of this Agreement has expired or been waived under Section
12 hereunder;


 


(xx)        the
release of a guarantor under the Mortgage Loan Documents or the approval of any replacement or additional guarantor under the
Mortgage Loan Documents;


 


(xxi)       any
election not to seek relief from the automatic stay or dismissal of a bankruptcy filing; and


 


(xxii)      the
approval or adoption of any material alteration at the Mortgage Property (if Mortgage Lender approval is required by the Mortgage
Loan Documents, and if so, notwithstanding anything to contrary set forth herein, subject to the same standard of approval as
is applicable thereto in the Mortgage Loan Documents).


 


Notwithstanding
anything to the contrary contained herein, for so long as any Junior Noteholder or a Common Control Party thereof directly or
indirectly holds all or any portion of or interest in any Mezzanine Loan (a “Mezzanine Loan Holder”), the Controlling
Noteholder (if the Controlling Noteholder is the Note B-1 Holder) shall not have any consent or approval rights with respect to
matters set forth or described in clause (i), clause (ii), clause (xii) or, solely with respect to any
intercreditor agreement, co-lender agreement or similar agreement relating to any Mezzanine Loan with respect to which any Junior
Noteholder or a Common Control Party thereof directly or indirectly holds all or any portion thereof or interest therein, clause (xiii)
of this definition; provided, however, nothing in this paragraph shall be deemed to limit any consent rights with respect
to REO Property; provided, further, for purposes of the definition of “Common Control Party” as used in this paragraph,
the possession by any Person of the right to consent to (or veto) Major Decisions with respect to any other Person shall not,
in and of itself, render such Person to be in Control of such other Person.


 






    12


     


    

 


Provided,
however that after the Securitization Date, during the occurrence and continuance of a Control Appraisal Period, “Major
Decisions” shall have the meaning given to such term in the Lead Securitization Servicing Agreement or such other analogous
term used in the Lead Securitization Servicing Agreement.


 


“Major
Lease” shall have the meaning assigned to such term in the Mortgage Loan Agreement.


 


“Master
Servicer” shall have the meaning assigned to such term in the Lead Securitization Servicing Agreement or such other
analogous term used in the Lead Securitization Servicing Agreement.


 


“Maximum
Legal Rate” shall mean the maximum non-usurious interest rate, if any, that at any time or from time to time may be contracted
for, taken, reserved, charged or received on the indebtedness evidenced by the Notes and as provided for herein or in the Mortgage
Loan Documents under the laws of such governmental authorities whose laws are held by any court of competent jurisdiction to govern
the interest rate provisions of the Mortgage Loan.


 


“Mezzanine
Lender” shall mean any Mezzanine Lender (as such term is defined in the Mortgage Loan Agreement) or the New Mezzanine Lender
(as such term is defined in the Mortgage Loan Agreement).


 


“Mezzanine
Loan” shall mean any Mezzanine Loan (as such term is defined in the Mortgage Loan Agreement) or any New Mezzanine Loan (as
such term is defined in the Mortgage Loan Agreement).


 


“Mezzanine
Loan Holder” shall have the meaning set forth in the definition of “Major Decisions”.


 


“Model
PSA” shall mean the pooling and servicing agreement dated as of March 1, 2018, among UBS Commercial Mortgage
Securitization Corp., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, Rialto
Capital Advisors, LLC as special servicer, AEGON USA Realty Advisors, LLC, as DreamWorks Campus special servicer, Wells Fargo
Bank, National Association, as certificate administrator and as trustee, and Pentalpha Surveillance LLC, as operating advisor
and as asset representations reviewer with respect to the UBS 2018-C9 securitization.


 


“Monetary
Default” shall have the meaning assigned to such term in Section 11(a).


 


“Monetary
Default Notice” shall have the meaning assigned to such term in Section 11(a).


 


“Monthly
Payment” shall have the meaning assigned to such term in the Servicing Agreement or any one or more analogous terms
in the Servicing Agreement.


 






    13


     


    

 


“Monthly
Payment Date” shall have the meaning assigned to such term in the Mortgage Loan Agreement.


 


“Moody’s”
shall mean Moody’s Investors Service, Inc., and its successors in interest.


 


“Morningstar”
shall mean Morningstar Credit Ratings, LLC, and its successors in interest.


 


“Mortgage”
shall have the meaning assigned to such term in the recitals.


 


“Mortgaged
Property” shall have the meaning assigned to such term in the recitals.


 


“Mortgage
Loan” shall have the meaning assigned to such term in the recitals.


 


“Mortgage
Loan Agreement” shall mean the mortgage loan agreement, dated as of May 18, 2018, among the Mortgage Loan Borrower,
the Initial Senior Noteholders and the Initial Junior Noteholders, as the same may be amended, restated, renewed, extended, modified
or supplemented from time to time, subject to the terms hereof.


 


“Mortgage
Loan Borrower” shall have the meaning assigned to such term in the recitals.


 


“Mortgage
Loan Borrower Related Party” shall have the meaning assigned to such term in Section 18.


 


“Mortgage
Loan Documents” shall mean, with respect to the Mortgage Loan, the Mortgage Loan Agreement, the Notes, the Mortgage
and all other agreements and documents now or hereafter evidencing or securing the Mortgage Loan.


 


“Mortgage
Loan Schedule” shall mean the Schedule attached hereto as Exhibit A.


 


“Net
Junior Note Rate” shall mean the Junior Note Rate minus the Servicing Fee Rate.


 


“Net
Senior Note Rate” shall mean the Senior Note Rate minus the Servicing Fee Rate.


 


“New
Notes” shall have the meaning assigned to such term in Section 39.


 


“Non-Controlling
Class Representative” shall mean the holders of the majority of the class of securities issued in the Securitization
of a Non-Lead Securitization Note designated as the “controlling class” pursuant to the related Non-Lead Securitization
Servicing Agreement or their duly appointed representative; provided that, if 50% or more of the class of securities issued
in such Non-Lead Securitization designated as the “controlling class” or such other class(es) otherwise assigned the
rights to exercise the rights of the “Controlling Noteholder” is


 






    14


     


    

 


held by any Mortgage Loan Borrower Related Party,
no Person shall be entitled to exercise the rights of such Non-Controlling Class Representative.


 


“Non-Controlling
Note” shall mean the respective Note held by a Non-Controlling Noteholder.


 


“Non-Controlling
Noteholder” means the holder of a Non-Controlling Note; provided that, at any time a Non-Controlling Note is
included in a Securitization, references to a “Non-Controlling Noteholder” herein shall mean the Non-Controlling Class
Representative or any other party assigned the rights to exercise the rights of a “Non-Controlling Noteholder” hereunder,
as and to the extent provided in the related Non-Lead Securitization Servicing Agreement and as to the identity of which the Lead
Securitization Noteholder (and the Master Servicer and the Special Servicer) has been given written notice; provided that,
if at any time 50% or more of a Non-Controlling Note (or, at any time a Non-Controlling Note is included in a Securitization,
the class of securities issued in such Non-Lead Securitization designated as the “controlling class” or such other
class(es) otherwise assigned the rights to exercise the rights of the “Controlling Noteholder”) is held by any Mortgage
Loan Borrower Related Party, no Person shall be entitled to exercise the rights of such Non-Controlling Noteholder with respect
to such Non-Controlling Note. The Lead Securitization Noteholder (or the Master Servicer or the Special Servicer acting on its
behalf) shall not be required at any time to deal with more than one party exercising the rights of any “Non-Controlling
Noteholder” herein or under the Servicing Agreement and, (x) to the extent that the related Non-Lead Securitization Servicing
Agreement assigns such rights to more than one party or (y) to the extent a Non-Controlling Note is split into two or more New
Notes pursuant to Section 39, for purposes of this Agreement, such Non-Lead Securitization Servicing Agreement or the holders
of such New Notes shall designate one party to deal with Lead Securitization Noteholder (or the Master Servicer or the Special
Servicer acting on its behalf) and provide written notice of such designation to the Lead Securitization Noteholder (and the Master
Servicer and the Special Servicer acting on its behalf); provided that, in the absence of such designation and notice,
the Lead Securitization Noteholder (or the Master Servicer or the Special Servicer acting on its behalf) shall be entitled to
treat the last party as to which it has received written notice with respect to any Non-Controlling Note as having been designated
as the related Non-Controlling Noteholder, as a Non-Controlling Noteholder for all purposes of this Agreement and the Servicing
Agreement.


 


After
the occurrence of the first Securitization of any Senior Note, but prior to the Securitization of any other Senior Note (including
any New Note), all notices, reports, information or other deliverables required to be delivered to the related Noteholder pursuant
to this Agreement or the Servicing Agreement by the Lead Securitization Noteholder (or the Master Servicer or the Special Servicer
acting on its behalf) only need to be delivered to such Noteholder, and, when so delivered to such Noteholder, the Lead Securitization
Noteholder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery
obligations to such Noteholder with respect to such items hereunder or under the Servicing Agreement. Following the Securitization
of a Non-Lead Securitization Note, all notices, reports, information or other deliverables required to be delivered to the related
Non-Lead Securitization Noteholder or the related Non-Controlling Noteholder pursuant to this Agreement or the Servicing Agreement
by the Lead Securitization Noteholder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered
to the related Non-Lead


 






    15


     


    

 


Master Servicer and the Non-Lead Special Servicer (who then may forward such items to the party entitled
to receive such items as and to the extent provided in the related Non-Lead Securitization Servicing Agreement) and, when so delivered
to such Non-Lead Master Servicer and Non-Lead Special Servicer, the Lead Securitization Noteholder (or the Master Servicer or
the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations to such Non-Lead Securitization
Noteholder with respect to such items hereunder or under the Servicing Agreement.


 


“Non-Exempt
Person” shall mean any Person other than a Person who either (i) is a U.S. Person or (ii) has on file with the Agent
for the relevant year such duly-executed form(s) or statement(s) which may, from time to time, be prescribed by law and which,
pursuant to applicable provisions of (A) any income tax treaty between the United States and the country of residence of such
Person, (B) the Code or (C) any applicable rules or regulations in effect under clause (A) or (B) above, permit the Senior Noteholder
(or the Servicer acting on its behalf) to make payments free of any obligation or liability for withholding.


 


“Non-Lead
Asset Representations Reviewer” shall mean the “asset representations reviewer” or other analogous term
under a Non-Lead Securitization Servicing Agreement.


 


“Non-Lead
Depositor” shall mean the “depositor” or other analogous term under a Non-Lead Securitization Servicing
Agreement.


 


“Non-Lead
Master Servicer” shall have the meaning assigned to such term in Section 2(g).


 


“Non-Lead
Securitization” shall mean, (i) on and after the Note A-1 Securitization Date, the Note A-2 Securitization and (ii)
prior to the Note A-1 Securitization Date, any Securitization other than the First Securitization.


 


“Non-Lead
Securitization Note” shall mean any Senior Note included in a Non-Lead Securitization.


 


“Non-Lead
Securitization Noteholder” shall mean any holder of a Non-Lead Securitization Note.


 


“Non-Lead
Securitization Servicing Agreement” shall have the meaning assigned to such term in Section 2(g).


 


“Non-Lead
Securitization Trust” shall mean the Securitization Trust into which a Non-Lead Securitization Note is deposited.


 


“Non-Lead
Servicer” shall mean, with respect to any Non-Lead Securitization Note, the related Non-Lead Master Servicer or the
related Non-Lead Special Servicer, as applicable.


 


“Non-Lead
Special Servicer” shall have the meaning assigned to such term in Section 2(g).


 






    16


     


    

 


“Non-Lead
Trustee” shall have the meaning assigned to such term in Section 2(g).


 


“Non-Monetary
Default” shall have the meaning assigned to such term in Section 11(d).


 


“Non-Monetary
Default Cure Period” shall have the meaning assigned to such term in Section 11(d).


 


“Non-Monetary
Default Notice” shall have the meaning assigned to such term in Section 11(d).


 


“Nonrecoverable
Servicing Advance” (i) prior to the Securitization Date, shall have the meaning assigned to such term in the Model PSA
and (ii) following the Securitization Date, shall have the meaning assigned to such term in the Lead Securitization Servicing
Agreement or such other analogous term used in the Lead Securitization Servicing Agreement.





 


“Note”
shall mean any of Note A-1, Note A-2, Note B-1 and Note B-2, as applicable.


 


“Note A-1”
shall have the meaning assigned to such term in the recitals.


 


“Note A-1
Holder” shall mean the Initial Note A-1 Holder or any subsequent holder of Note A-1, together with its successors and
assigns.


 


“Note A-1
Percentage Interest” shall mean a fraction, expressed as a percentage, the numerator of which is the Note A-1 Principal
Balance and the denominator of which is the sum of the Note A-1 Principal Balance, the Note A-2 Principal Balance, the
Note B-1 Principal Balance and the Note B-2 Principal Balance.


 


“Note A-1
Principal Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the initial outstanding
principal balance of Note A-1, less any payments of principal thereon received by the Note A-1 Holder or reductions
in such amount pursuant to Section 3, 4 or 5, as applicable.


 


“Note A-1
Securitization” shall mean the Securitization of Note A-1 in a Securitization Trust to be designated by the Note A-1
Holder.


 


“Note A-2”
shall have the meaning assigned to such term in the recitals.


 


“Note A-2
Holder” shall mean the Initial Note A-2 Holder or any subsequent holder of Note A-2, together with its successors and
assigns.


 


“Note A-2
Percentage Interest” shall mean a fraction, expressed as a percentage, the numerator of which is the Note A-2 Principal
Balance and the denominator of which is the sum of the Note A-1 Principal Balance, the Note A-2 Principal Balance, the
Note B-1 Principal Balance and the Note B-2 Principal Balance.


 






    17


     


    

 


“Note A-2
Principal Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the initial outstanding
principal balance of Note A-2, less any payments of principal thereon received by the Note A-2 Holder or reductions
in such amount pursuant to Section 3, 4 or 5, as applicable.


 


“Note A-2
Securitization” shall mean the Securitization of Note A-2 in a Securitization Trust to be designated by the Note A-2
Holder.


 


“Note B-1”
shall have the meaning assigned to such term in the recitals.


 


“Note B-1
Holder” shall mean the Initial Note B-1 Holder or any subsequent holder of Note B-1, together with its successors and
assigns.


 


“Note B-1
Percentage Interest” shall mean a fraction, expressed as a percentage, the numerator of which is the Note B-1 Principal
Balance and the denominator of which is the sum of the Note A-1 Principal Balance, the Note A-2 Principal Balance, the
Note B-1 Principal Balance and the Note B-2 Principal Balance.


 


“Note B-1
Principal Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the initial outstanding
principal balance of Note B-1, less any payments of principal thereon received by the Note B-1 Holder or reductions
in such amount pursuant to Section 3, 4 or 5, as applicable.


 


“Note
B-2” shall have the meaning assigned to such term in the recitals.


 


“Note
B-2 Holder” shall mean the Initial Note B-2 Holder or any subsequent holder of Note B-2, together with its successors
and assigns.


 


“Note
B-2 Percentage Interest” shall mean a fraction, expressed as a percentage, the numerator of which is the Note B-2 Principal
Balance and the denominator of which is the sum of the Note A-1 Principal Balance, the Note A-2 Principal Balance, the
Note B-1 Principal Balance and the Note B-2 Principal Balance.


 


“Note
B-2 Principal Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the initial outstanding
principal balance of Note B-2, less any payments of principal thereon received by the Note B-2 Holder or reductions in such amount
pursuant to Section 3, 4 or 5, as applicable.


 


“Noteholder”
shall mean any of the Note A-1 Holder, the Note A-2 Holder, the Note B-1 Holder and the Note B-2 Holder, as applicable.


 


“Noteholder
Purchase Notice” has the meaning assigned to such term in Section 12.


 


“Note
Pledgee” shall have the meaning assigned to such term in Section 19(e).


 


“Note
Rate” shall mean either of the Senior Note Rate and the Junior Note Rate, as applicable.


 






    18


     


    

 


“Note
Register” shall have the meaning assigned to such term in Section 21.


 


“OFAC”
shall mean the Office of Foreign Assets Control or, if the context requires, any successor governmental authority.


 


“Operating
Advisor” shall mean, with respect to the Mortgage Loan, the advisor appointed pursuant to Section 6(a).


 


“P&I
Advance” shall mean an advance made by (i) a party to the Lead Securitization Servicing Agreement in respect of a delinquent
monthly debt service payment on the Lead Securitization Note or (ii) a party to a Non-Lead Securitization Servicing Agreement
in respect of a delinquent monthly debt service payment on the related Non-Lead Securitization Note.


 


“Penalty
Charges” shall mean any amounts collected on the Mortgage Loan from the Mortgage Loan Borrower that represent late fees
and/or default interest, and excluding any Prepayment Premiums.


 


“Percentage
Interest” shall mean, with respect to the Note A-1 Holder, the Note A-1 Percentage Interest, with respect
to the Note A-2 Holder, the Note A-2 Percentage Interest, with respect to the Note B-1 Holder, the Note B-1
Percentage Interest, with respect to the Note B-2 Holder, the Note B-2 Percentage Interest, as each may be adjusted from time
to time.


 


“Permitted
Fund Manager” shall mean any Person that, on the date of determination, is (i) one of the entities on Exhibit
C attached hereto and made a part hereof or any other nationally-recognized manager of investment funds investing in debt
or equity interests relating to commercial real estate, (ii) investing through a fund with committed capital of at least
$500,000,000, (iii) not a Prohibited Person, (iv) not a Prohibited Entity and (v) not subject to a proceeding relating to
the bankruptcy, insolvency, reorganization or relief of debtors.


 


“Person”
(i) prior to the Securitization Date, shall have the meaning assigned to such term in the Model PSA and (ii) following the Securitization
Date, shall have the meaning assigned to such term in the Lead Securitization Servicing Agreement.


 


“Pledge”
shall have the meaning assigned to such term in Section 19(e).


 


“Prepayment
Premium” shall mean, with respect to the Mortgage Loan, any prepayment premium, spread maintenance premium, yield maintenance
premium or similar fee required to be paid in connection with a prepayment of the Mortgage Loan pursuant to the Mortgage Loan
Documents, including any exit fee.


 


“Principal
Balance” shall mean (i) with respect to the Senior Notes in the aggregate, the Senior Note Principal Balance, (ii) with
respect to any individual Senior Note, the Note A-1 Principal Balance or the Note A-2 Principal Balance, as applicable, (iii)
with respect to the Junior Notes in the aggregate, the Junior Note Principal Balance and (iv) with respect to any individual Junior
Note, the Note B-1 Principal Balance or the Note B-2 Principal Balance, as applicable.


 






    19


     


    

 


“Pro
Rata and Pari Passu Basis” shall mean (a) with respect to the Senior Notes and the Senior Noteholders, the allocation
of any particular payment, collection, cost, expense, liability or other amount among such Notes or such Noteholders, as the case
may be, without any priority of any such Note or any such Noteholder over another such Note or Noteholder, as the case may be,
and in any event such that each such Note or Noteholder, as the case may be, is allocated its pro rata share of such particular
payment, collection, cost, expense, liability or other amount (such pro rata share allocable to any individual Senior Note
being equal to a fraction, the numerator of which is the Principal Balance of such individual Senior Note and the denominator
of which is the sum of the Note A-1 Principal Balance and the Note A-2 Principal Balance), and (b) with respect to the
Junior Notes and the Junior Noteholders, the allocation of any particular payment, collection, cost, expense, liability or other
amount among such Notes or such Noteholders, as the case may be, without any priority of any such Note or any such Noteholder
over another such Note or Noteholder, as the case may be, and in any event such that each such Note or Noteholder, as the case
may be, is allocated its pro rata share of such particular payment, collection, cost, expense, liability or other amount
(such pro rata share allocable to any individual Junior Note being equal to a fraction, the numerator of which is the Principal
Balance of such individual Junior Note and the denominator of which is the sum of the Note B-1 Principal Balance and the
Note B-2 Principal Balance).


 


“Prohibited
Entity” shall mean (i) an entity the owners of which are tenants in common, (ii) a Delaware statutory trust or (iii)
any entity capitalized with any Crowd Funding Structure.


 


“Prohibited
Person” means any Person:


 


(i)       listed
in the Annex to, or is otherwise subject to the prohibitions of, Executive Order No. 13224 on Terrorist Financing, effective September
24, 2001, and relating to Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support
Terrorism or any other similar prohibitions contained in the rules and regulations of OFAC or in any enabling legislation or other
Executive Orders;


 


(ii)       that
is owned or Controlled by, or acting for or on behalf of, any Person that is listed in the Annex to, or is otherwise subject to
the prohibitions of, Executive Order No. 13224;


 


(iii)       with
whom a Person is prohibited from dealing or otherwise engaging in any transaction by any terrorism or money laundering law, including
Executive Order No. 13224;


 


(iv)      who
commits, threatens, conspires to commit or supports “terrorism” as defined in Executive Order No. 13224;


 


(v)       that
is named as a “specially designated national and blocked person” on the most current list published by OFAC at its
official website or at any replacement website or other replacement official publication of such list;


 






    20


     


    

 


(vi)      that
is subject to trade restrictions under United States law, including, without limitation, the Uniting and Strengthening America
by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “Patriot Act”),
115 Stat. 272 (2001), the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the
Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Orders or regulations promulgated thereunder;


 


(vii)     that
is listed on any Government List; or


 


(viii)    who
is an Affiliate (as defined in the Mortgage Loan Agreement) of any Person that is described by or that satisfies any of clauses
(i) through (vii) above.


 


“Qualified
Institutional Lender” shall mean each of the Initial Noteholders, any Senior Noteholder that is deemed to be a “Qualified
Institutional Lender” pursuant to Section 19(d) and any other U.S. Person that is:


 


(a)   an
entity Controlled by, under common Control with or Controlling any Initial Noteholder or any Senior Noteholder that is deemed
to be a “Qualified Institutional Lender” pursuant to Section 19(d), or


 


(b)   one
or more of the following:


 


(i)       an
insurance company, bank, savings and loan association, investment bank, trust company, commercial credit corporation, pension
plan, pension fund, pension fund advisory firm, mutual fund, real estate investment trust, governmental entity or plan, or


 


(ii)      an
investment company, money management firm or a “qualified institutional buyer” within the meaning of Rule 144A under
the Securities Act of 1933, as amended, or an “institutional accredited investor” within the meaning of Regulation
D under the Securities Act of 1933, as amended, or


 


(iii)     a
Qualified Trustee (or, in the case of a collateralized debt obligations (“CDO”), a single purpose bankruptcy
remote entity which contemporaneously assigns or pledges its interest in a Junior Note or a participation interest therein (or
any portion thereof or interest therein) to a Qualified Trustee) in connection with (A) a securitization of, (C) the creation
of a CDO secured by, or (C) a financing through an “owner trust” of, a Junior Note (or any portion thereof or interest
therein) (any of the foregoing, a “Securitization Vehicle”), provided that (1) one or more classes of securities
issued by such Securitization Vehicle is initially rated at least investment grade by each of the Rating Agencies which assigned
a rating to one or more classes of securities issued in connection with a Securitization (it being understood that, with respect
to any Rating Agency that assigned such a rating to the securities issued by such Securitization Vehicle, a Rating Agency Confirmation
will not be required in connection with a transfer of a Junior Note (or any portion thereof or interest


 






    21


     


    

 


therein) to such Securitization
Vehicle (and, if DBRS is not one of such Rating Agencies, the special servicer for the Securitization
Vehicle is an Approved Servicer), except that, if one or more classes of securities issued in connection with a Securitization
is rated by Moody’s, the transferee may not rely on this clause (1) with respect to Moody’s); (2) in the
case of a Securitization Vehicle that is not a CDO, the special servicer of such Securitization Vehicle has a Required Special
Servicer Rating (such entity, an “Approved Servicer”) and such Approved Servicer is required to service and
administer the Junior Notes in accordance with servicing arrangements for the assets held by such Securitization Vehicle which
require that such Approved Servicer act in accordance with a servicing standard notwithstanding any contrary direction or instruction
from any other Person; or (3) in the case of a Securitization Vehicle that is a CDO, the CDO Asset Manager and, if applicable,
each Intervening Trust Vehicle that is not administered and managed by a CDO Asset Manager which is a Qualified Institutional
Lender, are each a Qualified Institutional Lender under clause (b)(i), (b)(ii), (b)(iv) or (b)(v) of this definition, or


 


(iv)       an
investment fund, limited liability company, limited partnership or general partnership having capital and/or capital commitments
of at least $500,000,000, in which (A) a Senior Noteholder or an Initial Junior Noteholder, (B) a Person that is otherwise a Qualified
Institutional Lender under clause (b)(i), (b)(ii) or (b)(v) (with respect to an institution substantially similar to the entities
referred to in clause (b)(i) or (b)(ii) above), or (C) a Permitted Fund Manager acts as a general partner, managing member, or
the fund manager responsible for the day-to-day management and operation of such investment vehicle; provided that at least 51%
of the equity interests in such investment vehicle are owned, directly or indirectly, by one or more entities that are otherwise
Qualified Institutional Lenders, or


 


(v)       an
institution substantially similar to any of the foregoing entities described in clause (b)(i), (ii) or (iv) of this definition,


 


and,
in the case of any entity referred to in clause (b)(i), (b)(ii), (b)(iii)(A), (b)(iv)(B) or (b)(v), (x) such entity has at least
$400,000,000 in capital/statutory surplus or shareholders’ equity (except with respect to a pension advisory firm or similar
fiduciary) and at least $1,000,000,000 in total assets (in name or under management), and (y) is regularly engaged in the business
of making or owning commercial real estate loans (or interests therein) similar to the Mortgage Loan or mezzanine loans with respect
to commercial real estate or owning or operating commercial real estate properties; provided that, in the case of the entity described
in clause (b)(iv)(B) above, the requirements of this clause (y) may be satisfied by a general partner, managing member, or the
fund manager responsible for the day-to-day management and operation of such entity, or


 


(c)       any
entity Controlled by any of the entities described in clause (b)(i), (b)(iv) or (b)(v) above or approved by the Rating Agencies
hereunder as a Qualified Institutional Lender for purposes of this Agreement, or


 






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(d)       any
Apollo Holder.


 


Notwithstanding
the foregoing, in no event shall any of the Persons listed in clauses (a) through (c) above be deemed Qualified Institutional
Lenders to the extent that such Person (I) is a Prohibited Person, (II) itself has been and/or any other Person owned or controlled
by such Person or affiliated with such Person has been, within the ten (10) years preceding the date of determination, the subject
of any case, proceeding or other action by or against such Person under any existing or future law of any jurisdiction relating
to bankruptcy, insolvency, reorganization or relief of debtors, or (III) is Controlled by and/or owned in any material respect
by any Person(s) which have ever been convicted of a felony.


 


“Qualified
Trustee” means (i) a corporation, national bank, national banking association or a trust company, organized and doing
business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers
and to accept the trust conferred, having a combined capital and surplus of at least $100,000,000 and subject to supervision or
examination by federal or state authority, (ii) an institution insured by the Federal Deposit Insurance Corporation or (iii) an
institution whose long-term senior unsecured debt is rated either of the then in effect top two rating categories of each of the
applicable Rating Agencies.


 


“Rating
Agencies” shall mean DBRS, Fitch, KBRA, Moody’s, Morningstar and S&P and their respective successors in interest
and, if any of such entities shall for any reason no longer perform the functions of a securities rating agency, any other nationally
recognized statistical rating agency(ies) reasonably designated by the applicable Depositor to rate the securities issued in connection
with a Securitization of any Senior Note or any portion thereof; provided, however, that, at any time during which any Senior
Note or any portion thereof is an asset of one or more Securitizations, “Rating Agencies” shall mean, with respect
to any Senior Note only those rating agencies that are engaged by the applicable Depositor(s) from time to time to rate the securities
issued in connection with such Securitization.


 


“Rating
Agency Confirmation” shall have the meaning assigned to such term or any one or more analogous terms in the Lead Securitization
Servicing Agreement or Non-Lead Servicing Agreement, as applicable.


 


“Recovered
Costs” shall mean any amounts referred to in clauses (d) and/or (e) of the definition of “Defaulted Mortgage Loan
Purchase Price” that, at the time of determination, had been previously paid or reimbursed to any Servicer from sources
other than collections on or in respect of the Mortgage Loan or the Mortgaged Property (including, without limitation, from collections
on or in respect of loans other than the Mortgage Loan).


 


“Redirection
Notice” shall have the meaning assigned to such term in Section 19(e).


 


“REMIC”
shall mean a real estate mortgage investment conduit within the meaning of Section 860D(a) of the Code.


 


“REMIC
Provisions” shall mean provisions of the federal income tax law relating to real estate mortgage investment conduits,
which appear at Sections 860A through 860G






    23


     


    

 


of subchapter M of Chapter 1 of the Code, and related provisions, and regulations (including
any applicable proposed regulations) and rulings promulgated thereunder, as the foregoing may be in effect from time to time.


 


“REO
Property” (i) prior to the Securitization Date, shall have the meaning assigned to such term in the Model PSA and (ii)
following the Securitization Date, shall have the meaning assigned to such term in the Lead Securitization Servicing Agreement
or such other analogous term used in the Lead Securitization Servicing Agreement.


 


“Required
Special Servicer Rating” shall mean with respect to a special servicer (i) in the case of Fitch, a rating of “CSS3”,
(ii) in the case of S&P, such special servicer is on S&P’s Select Servicer List as a U.S. Commercial Mortgage Special
Servicer, (iii) in the case of Moody’s, such special servicer is acting as special servicer for one or more loans included
in a commercial mortgage-backed securitization that was rated by Moody’s within the twelve (12) month period prior to the
date of determination, and Moody’s has not downgraded or withdrawn the then-current rating on any class of commercial mortgage
securities or placed any class of commercial mortgage securities on watch citing the continuation of such special servicer as
special servicer of such commercial mortgage loans, (iv) in the case of Morningstar, either (a) the applicable replacement has
a special servicer ranking of at least “MOR CS3” by Morningstar (if ranked by Morningstar) or (b) if not ranked by
Morningstar, is currently acting as a master servicer or special servicer, as applicable, on a deal or transaction-level basis
for all or a significant portion of the related mortgage loans in other CMBS transactions rated by any of S&P, Moody’s,
Fitch, DBRS or KBRA and the trustee does not have actual knowledge that Morningstar has, and the replacement special servicer
certifies that Morningstar has not, with respect to any such other CMBS transaction, qualified, downgraded or withdrawn its rating
or ratings on one or more classes of such CMBS transaction citing servicing concerns of the applicable replacement as the sole
or material factor in such rating action, (v) in the case of DBRS or KBRA, as applicable, has not cited servicing concerns of
such special servicer as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement
on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in a transaction serviced by
such special servicer prior to the time of determination, and (vi) in the case of DBRS, such special servicer is currently acting
as a servicer for one or more loans included in a commercial mortgage-backed securitization that was rated by DBRS within the
twelve (12) month period prior to the date of determination, and DBRS has not downgraded or withdrawn the then-current rating
on any class of commercial mortgage securities or placed any class of commercial mortgage securities on watch status citing the
continuation of such special servicer as servicer of such commercial mortgage loans as the sole or a material factor in any downgrade
or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal)
of securities in a transaction serviced by such special servicer prior to the time of determination.


 


“S&P”
shall mean S&P Global Ratings, acting through Standard & Poor’s Financial Services LLC, and its successors in interest.


 


“Securitization”
shall mean any sale by the Note A-1 Holder or the Note A-2 Holder of its respective Note or a portion thereof to a Depositor,
who will in turn include such Note or portion thereof as part of a securitization of one or more mortgage loans.


 






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“Securitization
Date” shall mean the effective date on which the Securitization of any Senior Note or any portion thereof is consummated.


 


“Securitization
Operating Advisor” shall mean the operating trust advisor, senior trust advisor or any analogous entity under the Lead
Securitization Servicing Agreement, if any.


 


“Securitization
Trust” shall mean a trust formed pursuant to a Securitization pursuant to which Note A-1, Note A-2 or any portion thereof
is held.


 


“Securitization
Vehicle” shall have the meaning assigned to such term in the definition of the term “Qualified Institutional Lender”.


 


“Senior
Note(s)” shall have the meaning assigned to such term in the recitals.


 


“Senior
Noteholder(s)” shall have the meaning assigned to such term in the recitals.


 


“Senior
Note Percentage Interest” shall mean a fraction, expressed as a percentage, the numerator of which is the Senior Note
Principal Balance and the denominator of which is the sum of the Senior Note Principal Balance and the Junior Note Principal Balance.


 


“Senior
Note Principal Balance” shall mean, at any time of determination, the Initial Senior Note Balance set forth on the Mortgage
Loan Schedule, less any payments of principal thereon received by the Senior Noteholders or reductions in such amount pursuant
to Section 3, 4 or 5, as applicable.


 


“Senior
Note Rate” shall mean the Senior Note Rate set forth on the Mortgage Loan Schedule.


 


“Senior
Principal Portion” means, with respect to each Monthly Payment Date, the Senior Note Percentage Interest of principal
payments received with respect to the Mortgage Loan.


 


“Sequential
Pay Event” shall mean any Event of Default with respect to an obligation to pay money due under the Mortgage Loan, any
other Event of Default for which the Mortgage Loan is accelerated or any other Event of Default which causes the Mortgage Loan
to become a Specially Serviced Loan, or any bankruptcy or insolvency event that constitutes an Event of Default; provided,
however, that unless the Servicer under the Servicing Agreement has notice or knowledge of such event at least ten (10)
Business Days prior to the applicable distribution date, distributions will be made sequentially beginning on the subsequent distribution
date; provided, further, that the aforementioned requirement of notice or knowledge will not apply in the case of
distribution of the final proceeds of a liquidation or final disposition of the Mortgage Loan. A Sequential Pay Event shall no
longer exist or be deemed to exist, if it has been cured, including by any cure payment made by the Controlling Noteholder in
accordance with the exercise of its cure rights under Section 11.


 






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“Servicer”
(i) prior to the Securitization Date, shall mean Midland Loan Services, a Division of PNC Bank, National Association and (ii)
following the Securitization Date, shall mean the Master Servicer or the Special Servicer, as the context may require.


 


“Servicer
Termination Event” shall have the meaning assigned to such term in the Lead Securitization Servicing Agreement or such
other analogous term used in the Lead Securitization Servicing Agreement.


 


“Servicing
Advances” (i) prior to the Securitization Date, shall have the meaning assigned to such term in the Model PSA and (ii)
following the Securitization Date, shall have the meaning assigned to such term in the Lead Securitization Servicing Agreement
or such other analogous term used in the Lead Securitization Servicing Agreement.


 


“Servicing
Agreement” shall mean the Lead Securitization Servicing Agreement. Until such time as the Servicing Agreement is entered
into, the Note A-1 Holder shall cause the Mortgage Loan to be serviced by Midland Loan Services, a Division of PNC Bank, National
Association in accordance with this Agreement and the customary and usual servicing practices of originators of commercial mortgage
loans intended to be securitized, and in all events, subject to the Servicing Standard.


 


“Servicing
Fee Rate” (i) prior to the Securitization Date, shall mean 1.5 basis points per annum and (ii) following the Securitization
Date, shall have the meaning assigned to such term in the Lead Securitization Servicing Agreement or such other analogous term
used in the Lead Securitization Servicing Agreement.


 


“Servicing
Standard” (i) prior to the Securitization Date, shall mean servicing the Mortgage Loan in accordance with the higher
of the following standards of care: (1) in the same manner in which, and with the same care, skill, prudence and diligence with
which the Servicer, services and administers similar mortgage loans for other third party portfolios and (2) the same care, skill,
prudence and diligence with which the Servicer, services and administers similar mortgage loans owned by the Servicer, with a
view to the (A) timely recovery of all payments or principal and interest under the Mortgage Loan or (B) in the case of a Specially
Serviced Loan or an REO Property, maximization of timely recovery of principal and interest on a net present value basis on the
Mortgage Loan but without regard to (I) any relationship which such Servicer or any Affiliate of such Servicer may have with the
Mortgage Loan Borrower or any Affiliate thereof, (II) such Servicer’s right to receive compensation for its services in
connection with servicing the Mortgage Loan, (III) the management or servicing of mortgage loan portfolios for other third parties,
(IV) the obligation of such Person to make any Servicing Advances or (IV) any indemnity obligation or right on the part of such
Person or any Affiliate thereof with respect to the Mortgage Loan; and (ii) following the Securitization Date, shall have the
meaning assigned to such term in the Lead Securitization Servicing Agreement or such other analogous term used in the Lead Securitization
Servicing Agreement.


 


“Servicing
Transfer Event” shall have the meaning assigned to such term in the Lead Securitization Servicing Agreement or such
other analogous term used in the Lead Securitization Servicing Agreement.


 






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“Special
Servicer” shall have the meaning assigned to such term in the Lead Securitization Servicing Agreement or such other
analogous term used in the Lead Securitization Servicing Agreement.


 


“Specially
Serviced Loan” shall have the meaning assigned to such term in the Lead Securitization Servicing Agreement or such other
analogous term used in the Lead Securitization Servicing Agreement.


 


“Taxes”
shall mean any income or other taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature, now or hereafter
imposed by any jurisdiction or by any department, agency, state or other political subdivision thereof or therein.


 


“Threshold
Event Collateral” shall have the meaning assigned to such term in Section 5(g).


 


“Threshold
Event Cure” shall have the meaning assigned to such term in Section 5(g).


 


“Transfer”
shall mean any sale, assignment, transfer, pledge, syndication, participation, hypothecation, contribution, encumbrance or other
disposition (either (i) directly or (ii) indirectly through entering into a derivatives contract or any other similar
agreement, excluding a Pledge in accordance with Section 19(e) prior to the realization on the applicable collateral by the
related Note Pledgee).


 


“Trustee”
shall mean the bank or trust company as may be selected by the related Depositor and approved by the Rating Agencies to act as
trustee for the Lead Securitization, and shall include any fiscal agent and/or paying agent appointed for such Securitization.


 


“U.S.
Person” shall mean a citizen or resident of the United States, a corporation or partnership (except to the extent provided
in applicable Treasury Regulations) created or organized in or under the laws of the United States, any State thereof or the District
of Columbia, including any entity treated as a corporation or partnership for federal income tax purposes, or an estate whose
income is subject to United States federal income tax regardless of its source, or a trust if a court within the United States
is able to exercise primary supervision over the administration of such trust, and one or more such U.S. Persons have the authority
to control all substantial decisions of such trust (or, to the extent provided in applicable Treasury Regulations, a trust in
existence on August 20, 1996 that is eligible to elect to be treated as a U.S. Person).


 


“Whole
Loan Custodial Account” shall mean the custodial account or subaccount established for the Mortgage Loan pursuant to
the Servicing Agreement.


 


“Workout”
shall mean any written modification, waiver, amendment, restructuring or workout of the Mortgage Loan or any Note entered into
with the Mortgage Loan Borrower in accordance with the Servicing Agreement.


 






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Section
2.        Servicing.


 


(a)       Each
Noteholder acknowledges and agrees that, subject in each case to this Agreement, the Mortgage Loan shall be serviced prior to
the Securitization Date, as described in the definition of the Servicing Agreement and from and after the Securitization Date
(except as otherwise set forth in Section 2(f)), pursuant to the Lead Securitization Servicing Agreement; provided
that the Master Servicer shall not be obligated to make P&I Advances in respect of the Notes other than the Lead Securitization
Note (and each Non-Lead Master Servicer shall be required to advance monthly payments of principal and interest on the related
Non-Lead Securitization Note pursuant to the terms of the related Non-Lead Securitization Servicing Agreement) if such principal
or interest is not paid by the Mortgage Loan Borrower, but shall be obligated to make Servicing Advances, subject to the terms
of the Lead Securitization Servicing Agreement including any provisions governing the determination of non-recoverability. Each
Junior Noteholder acknowledges that any Senior Noteholder may elect, in its sole discretion, to include its respective Note, or
any portion thereof, in one or more Securitizations and agrees that it will, subject to Section 23, reasonably cooperate
with the applicable Senior Noteholder, at such Senior Noteholder’s expense, to effect any such Securitization. Subject to
the terms and conditions of this Agreement, each Noteholder hereby irrevocably and unconditionally consents to the appointment
of the Master Servicer, the Special Servicer, the Trustee, any Certificate Administrator, the Asset Representations Reviewer and
any Securitization Operating Advisor under the Lead Securitization Servicing Agreement by the applicable Depositor and agrees
to reasonably cooperate with the Master Servicer and the Special Servicer (and such other parties) with respect to the servicing
of the Mortgage Loan in accordance with this Agreement and the Lead Securitization Servicing Agreement. Each Noteholder hereby
irrevocably appoints the Master Servicer, the Special Servicer and the Trustee in the Lead Securitization as such Noteholder’s
attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan
on its behalf under the Servicing Agreement (subject at all times to the rights of such Noteholder set forth herein and in the
Servicing Agreement). In no event shall the Servicing Agreement require the Servicer to enforce the rights of any Noteholder or
limit the Servicer in enforcing the rights of one Noteholder against any other Noteholder; provided, however, that
this statement shall not be construed to otherwise limit the rights of one Noteholder with respect to any other Noteholder. Each
Servicer shall be required pursuant to the Servicing Agreement to service the Mortgage Loan in accordance with the Servicing Standard,
the terms of the Mortgage Loan Documents, this Agreement, the Servicing Agreement and applicable law, shall provide information
to each Non-Lead Servicer to enable such Non-Lead Servicer to perform its servicing duties under the related Non-Lead Securitization
Servicing Agreement and shall not take any action or refrain from taking any action or follow any direction inconsistent with
the foregoing.


 


(b)       In
no event shall any Junior Noteholder be entitled to exercise any rights of the “directing holder”, controlling class
or any analogous class or holder under the Lead Securitization Servicing Agreement except to the extent such Junior Noteholder
is given such rights expressly under the terms of this Agreement or the Lead Securitization Servicing Agreement in its capacity
as the Controlling Noteholder.


 


(c)       The
Lead Securitization Servicing Agreement shall, unless otherwise agreed to by the Controlling Noteholder, contain (i) servicing
and reporting provisions (including


 






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Asset Status Reports for all Major Decisions) substantially similar in all material respects
to the servicing provisions of the Model PSA and (ii) a Servicing Standard substantially similar in all material respects
to the servicing standard in the Model PSA. In no event may the Lead Securitization Servicing Agreement change the interest
or principal allocable to, or the amount of any payments due to, the Junior Noteholders or materially increase the Junior Noteholders’
obligations or materially decrease the Junior Noteholders’ rights, remedies or protections hereunder. The Lead Securitization
Servicing Agreement shall require the Master Servicer and the Special Servicer to service the Mortgage Loan in accordance with
the terms of this Agreement, including the rights of the Junior Noteholders hereunder.


 


(d)       The
Lead Securitization Servicing Agreement shall contain provisions to the effect that:


 


(i)         if
a Servicer Termination Event under the Lead Securitization Servicing Agreement has occurred (A) with respect to the Master Servicer
under the Lead Securitization Servicing Agreement that affects a Noteholder or any class of commercial mortgage securities backed
by a Note or a participation interest in a Note, and the Master Servicer is not otherwise terminated under the Lead Securitization
Servicing Agreement, then the Note B-1 Holder or its designees (if the Note B-1 Holder is the Controlling Holder), together with
any affected Non-Lead Securitization Noteholder, shall be entitled to direct the Trustee
to appoint a sub-servicer solely with respect to the Mortgage Loan (or if the Mortgage Loan is currently being sub-serviced, to
replace the current sub-servicer, but only if such original sub-servicer is in default under the related sub-servicing agreement);
and (B) the appointment (or replacement) of a sub-servicer with respect to the Mortgage Loan, as contemplated in clause (A) above,
will in any event be subject to Rating Agency Confirmation in connection with any Securitization;


 


(ii)        any
payments received on the Mortgage Loan shall be paid by the Master Servicer to each of the Noteholders in accordance with Section 3
and Section 4 hereof on the “master servicer remittance date” under the Lead Securitization Servicing Agreement;


 


(iii)       the
Noteholders shall be entitled to receive, and the Master Servicer and the Special Servicer shall provide, any information, relating
to the Mortgage Loan, the Mortgage Loan Borrower or the Mortgaged Property as such Person may reasonably request and would be
customarily in the possession of, or collected or known by, the Master Servicer or the Special Servicer of mortgage loans similar
to the Mortgage Loan and, in any event, all information that is required to be provided to holders of the securities issued by
the Securitization Trust that includes any Non-Lead Securitization Note (including, but not limited to, standard CREFC reports);
provided that, notwithstanding anything to the contrary contained in this Agreement, if an interest in any Junior Note
or any Junior Noteholder is held by any Mortgage Loan Borrower Related Party, then no Junior Noteholder shall be entitled to receive
the Asset Status Report or any other information relating to the Special Servicer’s workout strategy;


 


(iv)       each
Noteholder is an intended third party beneficiary in respect of the rights afforded it under the Lead Securitization Servicing
Agreement and may directly enforce such rights; and


 






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(v)       the
Lead Securitization Servicing Agreement may not be amended without the consent of the other Noteholders if such amendment would
materially and adversely affect the other Noteholder’s rights with respect to the Mortgaged Loan (as reasonably determined
by the other Noteholders) thereunder.


 


(e)       Notwithstanding
anything to the contrary contained in this Agreement, any obligation of the Servicer pursuant to the terms hereof shall be performed
by the Master Servicer or the Special Servicer, as applicable, as set forth in the Servicing Agreement.


 


(f)       At
any time after the Securitization Date that the Mortgage Loan is no longer subject to the provisions of the Lead Securitization
Servicing Agreement, the Noteholders agree to cause the Mortgage Loan to be serviced pursuant to a servicing agreement that contains
servicing provisions which are substantially similar to the Lead Securitization Servicing Agreement and all references herein
to the “Lead Securitization Servicing Agreement” shall mean such subsequent servicing agreement; provided,
however, that if any Non-Lead Securitization Note is in a Securitization, then a Rating Agency Confirmation shall have been obtained
from each Rating Agency with respect to such Securitization; provided, further, however, that until a replacement servicing agreement
has been entered into, the Lead Securitization Noteholder shall cause the Mortgage Loan to be serviced in accordance with the
servicing provisions set forth in the Lead Securitization Servicing Agreement as if such agreement was still in full force and
effect with respect to the Mortgage Loan; provided, further, however, that until a replacement servicing agreement is in place,
the actual servicing of the Mortgage Loan may be performed by any Approved Servicer appointed by the Lead Securitization Noteholder
and does not have to be performed by the service providers set forth under the Lead Securitization Servicing Agreement.


 


(g)       The
Master Servicer shall be the master servicer on the Mortgage Loan, and from time to time it (or the Trustee, to the extent provided
in the Servicing Agreement) (i) shall be required to make Servicing Advances with respect to the Mortgage Loan, subject to the
terms of the Servicing Agreement and this Agreement, and (ii) may be required to make P&I Advances on the Lead Securitization
Note, if and to the extent provided in the Servicing Agreement and this Agreement. The Master Servicer, the Special Servicer and
the Trustee, as applicable, shall be entitled to reimbursement for a Servicing Advance, first from funds on deposit in the Whole
Loan Custodial Account for the Mortgage Loan that (in any case) represent amounts received on or in respect of the Mortgage Loan,
and then, in the case of Nonrecoverable Servicing Advances, if such funds on deposit in the Whole Loan Custodial Account are insufficient,
from general collections of the Lead Securitization as provided in the Servicing Agreement and from general collections of each
Non-Lead Securitization as provided below. The Master Servicer, the Special Servicer and the Trustee, as applicable, will be entitled
to reimbursement for Advance Interest Amounts on a Servicing Advance or a Nonrecoverable Servicing Advance, in the manner and
from the sources provided in the Servicing Agreement, including from general collections of the Lead Securitization and, in the
case of Servicing Advances, from general collections of each Non-Lead Securitization as provided below. To the extent the Master
Servicer, the Special Servicer or the Trustee, as applicable, obtains funds from general collections of the Lead Securitization
as a reimbursement for a Nonrecoverable Servicing Advance or any Advance Interest Amounts on a Servicing Advance or a Nonrecoverable
Servicing Advance, each Non-Lead Securitization Noteholder (including from general


 






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collections or any other amounts from any Non-Lead
Securitization Trust) shall be required to, promptly following notice from the Master Servicer, reimburse the Lead Securitization
for its pro rata share of such Nonrecoverable Servicing Advance or Advance Interest Amounts (it being understood that the
pro rata share payable by each Non-Lead Securitization Noteholder under this paragraph would be determined by allocating
such Nonrecoverable Servicing Advance or Advance Interest Amount, as the case may be, first to the Junior Notes and then to the
Senior Notes, in that order).


 


In
addition, each Non-Lead Securitization Noteholder (including, but not limited to, any Non-Lead Securitization Trust) shall be
required to, promptly following notice from the Master Servicer or the Special Servicer, pay or reimburse the Lead Securitization
for such Non-Lead Securitization Noteholder’s pro rata share of any fees, costs or expenses incurred in connection
with the servicing and administration of the Mortgage Loan as to which the Master Servicer, the Special Servicer, the Certificate
Administrator, the Trustee or the Depositor of the Lead Securitization, as applicable, is entitled to be reimbursed pursuant to
the Servicing Agreement and any costs, fees and expenses related to obtaining any Rating Agency Confirmation, to the extent amounts
on deposit in the Whole Loan Custodial Account are insufficient for reimbursement of such amounts. Each Non-Lead Securitization
Noteholder agrees to indemnify (i) (as and to the same extent the Lead Securitization Trust is required to indemnify each of the
following parties in respect of other mortgage loans in the Lead Securitization Trust pursuant to the terms of Servicing Agreement)
each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Securitization Operating Advisor
and the Depositor of the Lead Securitization (and any director, officer, member, manager, employee or agent of any of the foregoing,
to the extent such parties are identified as indemnified parties in the Servicing Agreement in respect of other mortgage loans)
and (ii) the Lead Securitization Trust (such parties in clause (i) and the Lead Securitization Trust, collectively, the “Indemnified
Parties”) against any claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any
other costs, liabilities, fees and expenses incurred in connection with the servicing and administration of the Mortgage Loan
and the Mortgaged Property (or, with respect to the Securitization Operating Advisor, incurred in connection with the provision
of services for the Mortgage Loan) under the Servicing Agreement (collectively, the “Indemnified Items”) to
the extent of its pro rata share of such Indemnified Items, and to the extent amounts on deposit in the Whole Loan Custodial
Account are insufficient for reimbursement of such amounts, such Non-Lead Securitization Noteholder shall be required to, promptly
following notice from the Master Servicer, the Special Servicer or the Trustee, reimburse each of the applicable Indemnified Parties
for their pro rata share of the insufficiency (including, if the related Non-Lead Securitization Note has been included
in a Non-Lead Securitization, from general collections or any other amounts from such Non-Lead Securitization Trust) (it being
understood that the pro rata share payable by each Non-Lead Securitization Noteholder under this paragraph would be determined
by allocating the applicable amounts, as the case may be, first to the Junior Notes and then to the Senior Notes, in that order).


 


The
master servicer under a Non-Lead Securitization (each, a “Non-Lead Master Servicer”) may be required to make
P&I Advances on the related Non-Lead Securitization Note, from time to time, subject to the terms of the servicing agreement
for the related Securitization (each, a “Non-Lead Securitization Servicing Agreement”), the Servicing Agreement
and this Agreement. The Master Servicer, the Special Servicer and the Trustee, as applicable, shall be


 






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entitled to make their
own recoverability determination with respect to a P&I Advance to be made on the Lead Securitization Note based on the information
that they have on hand and in accordance with the Servicing Agreement. Each Non-Lead Master Servicer and the special servicer
and the trustee under each Non-Lead Securitization Servicing Agreement (each, respectively, a “Non-Lead Special Servicer”
and a “Non-Lead Trustee”), as applicable, shall be entitled to make their own recoverability determination
with respect to a P&I Advance to be made on the related Non-Lead Securitization Note based on the information that they have
on hand and in accordance with the related Non-Lead Securitization Servicing Agreement. The Master Servicer and the Trustee, as
applicable, and each Non-Lead Master Servicer or Non-Lead Trustee shall be required to notify the other of the amount of its P&I
Advance within two Business Days of making such advance. If the Master Servicer, the Special Servicer or the Trustee, as applicable
(with respect to the Lead Securitization Note) or a Non-Lead Master Servicer, Non-Lead Special Servicer or Non-Lead Trustee, as
applicable (with respect to the related Non-Lead Securitization Note), determines that a proposed P&I Advance, if made, would
be non-recoverable or an outstanding P&I Advance is or would be non-recoverable, or if the Master Servicer, the Special Servicer
or the Trustee, as applicable, subsequently determines that a proposed Servicing Advance would be non-recoverable or an outstanding
Servicing Advance is or would be non-recoverable, then the Master Servicer or the Trustee (as provided in the Servicing Agreement,
in the case of a determination of non-recoverability by the Master Servicer, the Special Servicer or the Trustee) or a Non-Lead
Master Servicer or Non-Lead Trustee (as provided in the related Non-Lead Securitization Servicing Agreement, in the case of the
a determination of non-recoverability by such Non-Lead Master Servicer, Non-Lead Special Servicer or Non-Lead Trustee) shall notify
the Master Servicer and the Trustee or Non-Lead Master Servicers and the Non-Lead Trustees, as the case may be, of the other Securitization(s)
on or prior to the next “master servicer remittance date” under the Lead Securitization Servicing Agreement or the
related Non-Lead Servicing Agreement, as applicable. Each of the Master Servicer, the Trustee, the Non-Lead Master Servicers and
the Non-Lead Trustees, as applicable, will only be entitled to reimbursement for a P&I Advance and advance interest thereon
that becomes non-recoverable first from the Whole Loan Custodial Account from amounts allocable to the applicable individual Senior
Note for which such P&I Advance was made, and then, if funds are insufficient, (i) in the case of the Lead Securitization
Note, from general collections of the Lead Securitization Trust, pursuant to the terms of the Servicing Agreement and (ii) in
the case of a Non-Lead Securitization Note, from general collections of the related Securitization Trust, as and to the extent
provided in the related Non-Lead Securitization Servicing Agreement (it being understood that the pro rata share payable
by each Non-Lead Securitization Noteholder under this paragraph would be determined by allocating the applicable amounts, as the
case may be, first to the Junior Notes and then to the Senior Notes, in that order).


 


(h)       Each
Non-Lead Securitization Noteholder, if the related Non-Lead Securitization Note is included in a Securitization, shall cause the
applicable Non-Lead Securitization Servicing Agreement to contain provisions to the effect that:


 


(i)       the
related Non-Lead Securitization Noteholder shall be responsible for its pro rata share of any Servicing Advances (and advance
interest thereon) and any additional trust fund expenses, but only to the extent that they relate to servicing and administration
of the Mortgage Loan and the Mortgaged Property, including without limitation, any unpaid special servicing fees, liquidation
fees and workout fees relating to


 






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the Mortgage Loan, and that, in the event that the funds received with respect to each respective
Note are insufficient to cover such Servicing Advances or additional trust fund expenses, (A) the applicable Non-Lead Master Servicer
will be required to, promptly following notice from the Master Servicer or the Special Servicer, pay or reimburse the Master Servicer,
the Special Servicer, the Certificate Administrator, the Trustee, or the Lead Securitization Trust, as applicable, out of general
funds in the collection account (or equivalent account) established under such Non-Lead Securitization Servicing Agreement for
the related Non-Lead Securitization Noteholder’s pro rata share of any such Nonrecoverable Servicing Advances (together
with advance interest thereon) and/or additional trust fund expenses (including compensation due to the Master Servicer and the
Special Servicer to the extent related to the servicing and administration of the Mortgage Loan and the Mortgaged Property), and
(B) if the Servicing Agreement permits the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee
to reimburse itself from the Lead Securitization Trust’s general account, then the Master Servicer, the Special Servicer,
the Certificate Administrator or the Trustee, as applicable, may do so, and the applicable Non-Lead Master Servicer will be required
to, promptly following notice from the Master Servicer, the Special Servicer or the Trustee, reimburse the Lead Securitization
Trust out of general funds in the collection account (or equivalent account) established under such Non-Lead Securitization Servicing
Agreement for the related Non-Lead Securitization Noteholder’s pro rata share of any such Nonrecoverable Servicing
Advances (together with advance interest thereon) and/or additional trust fund expenses (including compensation due to the Master
Servicer and the Special Servicer to the extent related to the servicing and administration of the Mortgage Loan and the Mortgaged
Property); provided that it being understood that the pro rata share payable by such Non-Lead Securitization Noteholder
under this paragraph would be determined by allocating such Servicing Advances and/or Nonrecoverable Servicing Advance and/or
additional trust fund expenses (solely to the extent specifically related to the servicing and administration of the Mortgage
Loan and Mortgaged Property and not including compensation due to the Master Servicer and Special Servicer), as the case may be,
first to the Junior Notes and then to the Senior Notes, in that order; provided further that the pro rata  share
payable by such Non-Lead Securitization Noteholder under this paragraph would be determined by allocating additional trust fund
expenses that represent compensation due to the Master Servicer or Special Servicer to the Senior Notes;


 





(ii)
       each of the Indemnified Parties shall be indemnified (as and to the same extent the
Lead Securitization Trust is required to indemnify each of the Indemnified Parties in respect of other mortgage loans in the Lead
Securitization Trust pursuant to the terms of Servicing Agreement and, in the case of the Lead Securitization Trust, to the extent
of any additional trust fund expenses with respect to the Mortgage Loan) by the related Non-Lead Securitization Trust, against
any of the Indemnified Items to the extent of its pro rata share of such Indemnified Items, and to the extent amounts on
deposit in the Whole Loan Custodial Account that are allocated to the applicable Non-Lead Securitization Note are insufficient
for reimbursement of such amounts, the applicable Non-Lead Master Servicer will be required to reimburse each of the applicable
Indemnified Parties for the related Non-Lead Securitization Note’s pro rata share of the insufficiency out of general
funds in the collection account (or equivalent account) established under such Non-Lead Servicing Agreement (it being understood
that the pro 




 



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rata
share payable by such Non-Lead Securitization Noteholder under this paragraph would be determined by allocating such Indemnified
Items, first to the Junior Notes and then to the Senior Notes, in that order);


   


(iii)       the
applicable Non-Lead Master Servicer or the certificate administrator for the applicable Non-Lead Securitization will be required
to deliver to the Trustee, the Certificate Administrator, the Special Servicer, the Master Servicer and the Securitization Operating
Advisor (i) promptly following the Securitization of the related Non-Lead Securitization Note, notice of the deposit of such Non-Lead
Securitization Note into a Securitization Trust (which notice shall also provide contact information for the applicable trustee,
the applicable certificate administrator, the applicable Non-Lead Master Servicer, the applicable Non-Lead Special Servicer and
the party designated to exercise the rights of the “Non-Controlling Noteholder” with respect to the related Non-Lead
Securitization Note under this Agreement), accompanied by an executed copy of such Non-Lead Servicing Agreement and (ii) notice
of any subsequent change in the identity of the applicable Non-Lead Master Servicer or the party designated to exercise the rights
of the “Non-Controlling Noteholder” with respect to the related Non-Lead Securitization Note under this Agreement
(together with the relevant contact information);


 


(iv)      any
matter affecting the servicing and administration of the Mortgage Loan that requires delivery of a Rating Agency Confirmation
pursuant to the Lead Securitization Servicing Agreement shall also require delivery of a Rating Agency Confirmation under such
Non-Lead Securitization Servicing Agreement; and


 


(v)       the
Master Servicer, the Special Servicer, the Trustee and the Lead Securitization Trust shall be third party beneficiaries of the
foregoing provisions.


 


(i)        The
Lead Securitization Servicing Agreement shall provide that compensating interest payments as defined therein with respect to the
Senior Notes will be allocated by the Master Servicer among the Senior Notes, pro rata, in accordance with their respective
Principal Balances. The Master Servicer shall remit any compensating interest payment in respect of a Non-Lead Securitization
Note to the related Non-Lead Securitization Noteholder.


 


Section
3.              Subordination of Junior Notes; Payments
Prior to a Sequential Pay Event.    The Junior Notes and the right of the Junior Noteholders to receive
payments of interest, principal and other amounts with respect to the Junior Notes shall at all times be junior, subject and subordinate
to the Senior Notes and the right of the Senior Noteholders to receive payments of interest, principal and other amounts with
respect to the Senior Notes as set forth herein (it being understood that the pro rata share of any amounts payable by
each Non-Lead Securitization Noteholder under Section 2 would be determined by allocating such amounts, first to the Junior Notes
and then to the Senior Notes, in that order). If no Sequential Pay Event, as determined by the applicable Servicer, shall have
occurred and be continuing, all amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect
to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received
in the form of Monthly Payments, Balloon Payment, Liquidation Proceeds, proceeds under any guaranty or indemnity, letter of credit
or other


 






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collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards
or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower
in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x)
all amounts for reserves or escrows required by the Mortgage Loan Documents to be held as reserves or escrows or received as reimbursements
on account of recoveries in respect of Advances then due and payable or reimbursable to any Servicer under the Servicing Agreement
and (y) all amounts that are then due, payable or reimbursable to any Servicer, Securitization Operating Advisor, Certificate
Administrator, Asset Representations Reviewer or Trustee with respect to the Mortgage Loan pursuant to the Servicing Agreement,
shall be applied by each Senior Noteholder (or its designee) and distributed by the Servicer for payment in the following order
of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement):


 


(a)       first,
to the Note A-1 Holder and the Note A-2 Holder in an amount equal to the interest then due and payable under the Mortgage Loan
Documents on the Note A-1 Principal Balance and the Note A-2 Principal Balance, in each case at the Net Senior Note Rate;


 


(b)       second,
(i) to the Senior Noteholders on a Pro Rata and Pari Passu Basis in an amount equal to the Senior Principal Portion of principal
payments received, if any, with respect to any Monthly Payment Date with respect to the Mortgage Loan, until their Principal Balances
have been reduced to zero and (ii) with respect to any Insurance and Condemnation Proceeds payable as principal to the Noteholders
pursuant to this Section 3, 100% of such Insurance and Condemnation Proceeds shall be distributed to the Senior Noteholders
on a Pro Rata and Pari Passu Basis until their Principal Balances have been reduced to zero;


 


(c)       third,
up to the amount of any unreimbursed costs and expenses paid by the Note A-1 Holder and/or the Note A-2 Holder, including any
Recovered Costs not previously reimbursed to such Senior Noteholder (or paid or advanced by any Servicer on its behalf and not
previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement;


 


(d)       fourth,
to the Note A-1 Holder and the Note A-2 Holder on a Pro Rata and Pari Passu Basis in an amount equal to the aggregate of any Prepayment
Premium payable on Note A-1 and Note A-2 to the extent paid by the Mortgage Loan Borrower;


 


(e)       fifth,
if, as a result of a Workout the Principal Balance of the Senior Notes has been reduced, to the Senior Noteholders on a Pro Rata
and Pari Passu Basis in an amount up to the reduction of the Senior Note Principal Balance as a result of such Workout, plus interest
on such amount at the Senior Note Rate;


 


(f)       sixth,
to the Note B-1 Holder and the Note B-2 Holder in an amount equal to the interest then due and payable under the Mortgage Loan
Documents on the Note B-1 Principal Balance and the Note B-2 Principal Balance, in each case at the Net Junior Note Rate;


 


(g)       seventh,
(i) to the Junior Noteholders on a Pro Rata and Pari Passu Basis in an amount equal to the Junior Principal Portion of principal
payments received, if any, with






    35


     


    

 


respect to any Monthly Payment Date with respect to the Mortgage Loan, until the Junior Note Principal
Balance has been reduced to zero and (ii) with respect to any Insurance and Condemnation Proceeds payable as principal to the
Noteholders pursuant to this Section 3, the portion of such Insurance and Condemnation Proceeds remaining after distribution
to the Senior Noteholders pursuant to Section 3(b) above shall be distributed to the Junior Noteholders until the Junior
Note Principal Balance has been reduced to zero;


 


(h)       eighth,
to the Note B-1 Holder and the Note B-2 Holder on a Pro Rata and Pari Passu Basis in an amount equal to any Prepayment Premium
payable on Note B-1 and Note B-2 to the extent paid by the Mortgage Loan Borrower;


 


(i)        ninth,
to the extent the Note B-1 Holder and/or the Note B-2 Holder has made any payments or advances to cure defaults pursuant to Section
11, to reimburse such Junior Noteholder for all such cure payments;


 


(j)        tenth,
if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required
to be applied in accordance with the foregoing clauses (a)-(i) and, as a result of a Workout, the Principal Balance of the Junior
Notes have been reduced, such excess amount shall be paid to the Junior Noteholders on a Pro Rata and Pari Passu Basis in an amount
up to the reduction, if any, of the Junior Note Principal Balance as a result of such Workout, plus interest on such amount at
the Junior Note Rate;


 


(k)       eleventh,
to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied
under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any
Additional Servicing Expenses or to compensate any Servicer (in each case provided that such reimbursements or payments relate
to the Mortgage Loan or the Mortgaged Property), any such assumption or transfer fees, to the extent actually paid by the Mortgage
Loan Borrower, shall be paid to each Senior Noteholder and each Junior Noteholder, pro rata, based on their respective
Percentage Interests; and


 


(l)        lastly,
if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with
the foregoing clauses (a) through (k), any remaining amount shall be paid to each Senior Noteholder and each Junior Noteholder,
pro rata, based on their respective initial Percentage Interests.


 


Section
4.      Payments Following a Sequential Pay Event. Payments of interest and principal shall
be made to the Noteholders in accordance with Section 3 of this Agreement; provided that, if a Sequential Pay Event, as
determined by the applicable Servicer and as set forth in the Servicing Agreement, shall have occurred and be continuing, all
amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with
the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof (including, without limitation, amounts received
by the Master Servicer or Special Servicer pursuant to the Servicing Agreement as reimbursements on account of recoveries in respect
of Advances), whether received in the form of Monthly Payments, Balloon Payment, Liquidation Proceeds, proceeds under any guaranty
or indemnity, letter of credit or other


 






    36


     


    

 


collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds
(other than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to
the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions),
but excluding (x) all amounts for reserves or escrows required by the Mortgage Loan Documents deemed appropriate by the Servicer
in accordance with the Servicing Standard to continue to be held as reserves or escrows or received as reimbursements on account
of recoveries in respect of Advances then due and payable or reimbursable to any Servicer under Servicing Agreement and (y) all
amounts that are then due, payable or reimbursable to any Servicer, Securitization Operating Advisor, Certificate Administrator,
Asset Representations Reviewer or Trustee with respect to this Mortgage Loan pursuant to the Servicing Agreement with respect
to the Mortgage Loan, shall be applied by the Senior Noteholder (or its designee) and distributed by the Servicer for payment
in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing
Agreement):


 


(a)       first,
to the Note A-1 Holder and the Note A-2 Holder, pro rata, in an amount equal to the interest then due and payable under
the Mortgage Loan Documents on the Note A-1 Principal Balance and the Note A-2 Principal Balance, in each case at the Net Senior
Note Rate;


 


(b)       second,
to the Senior Noteholders on a Pro Rata and Pari Passu Basis in an amount equal to the Senior Note Principal Balance, until the
Senior Note Principal Balance has been reduced to zero;


 


(c)       third,
up to the amount of any unreimbursed costs and expenses paid by the Note A-1 Holder and/or the Note A-2 Holder, including any
Recovered Costs not previously reimbursed to such Senior Noteholder (or paid or advanced by any Servicer on its behalf and not
previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement;


 


(d)       fourth,
to the Note A-1 Holder and the Note A-2 Holder on a Pro Rata and Pari Passu Basis in an amount equal to the aggregate of any Prepayment
Premium payable on Note A-1 and Note A-2 to the extent paid by the Mortgage Loan Borrower;


 


(e)       fifth,
if, as a result of a Workout the Principal Balance of the Senior Notes has been reduced, to the Senior Noteholders on a Pro Rata
and Pari Passu Basis in an amount up to the reduction of the Senior Note Principal Balance as a result of such Workout, plus interest
on such amount at the Senior Note Rate;


 


(f)       sixth,
to the Note B-1 Holder and the Note B-2 Holder in an amount equal to the interest then due and payable under the Mortgage Loan
Documents on the Note B-1 Principal Balance and the Note B-2 Principal Balance, in each case at the Net Junior Note Rate;


 


(g)       seventh,
to the Junior Noteholders on a Pro Rata and Pari Passu Basis in an amount equal to the Junior Note Principal Balance, until the
Junior Note Principal Balance has been reduced to zero;


 






    37


     


    

 


(h)       eighth,
to the Note B-1 Holder and the Note B-2 Holder on a Pro Rata and Pari Passu Basis in an amount equal to any Prepayment Premium
payable on Note B-1 and Note B-2 to the extent paid by the Mortgage Loan Borrower;


 


(i)       ninth,
to the extent the Note B-1 Holder and/or the Note B-2 Holder has made any payments or advances to cure defaults pursuant to Section
11, to reimburse such Junior Noteholder for all such cure payments;


 


(j)       tenth,
if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required
to be applied in accordance with the foregoing clauses (a)-(i) and, as a result of a Workout the Principal Balance of the Junior
Notes have been reduced, such excess amount shall be paid to the Junior Noteholders on a Pro Rata and Pari Passu Basis in an amount
up to the reduction, if any, of the Junior Note Principal Balance as a result of such Workout, plus interest on such amount at
the Junior Note Rate;


 


(k)       eleventh,
to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied
under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any
Additional Servicing Expenses or to compensate any Servicer (in each case provided that such reimbursements or payments relate
to the Mortgage Loan or the Mortgaged Property), any such assumption or transfer fees, to the extent actually paid by the Mortgage
Loan Borrower, shall be paid to each Senior Noteholder and each Junior Noteholder, pro rata, based on their respective
Percentage Interests; and


 


(l)       lastly,
if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with
the foregoing clauses (a)-(k), any remaining amount shall be paid to each Senior Noteholder and each Junior Noteholder, pro
rata, based on their respective initial Percentage Interests.


 


For
clarification purposes, Penalty Charges (as defined in the Lead Securitization Servicing Agreement) paid on the Senior Notes pursuant
to Section 3 or Section 4 hereunder, shall be allocated to each Senior Noteholder on a Pro Rata and Pari Passu Basis
and applied first, to reduce, on a pro rata basis, the amounts payable on the Senior Notes by the amount necessary to pay
the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Servicing Advances and reimbursement
of any Servicing Advances in accordance with the terms of the Lead Securitization Servicing Agreement, second, to reduce, on a
pro rata basis, the respective amounts payable on Senior Notes by the amount necessary to pay the Master Servicer, Trustee,
Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Notes by
such party (if and as specified in the Lead Securitization Servicing Agreement or any Non-Lead Servicing Agreement, as applicable),
third, to reduce, on a pro rata basis, the amounts payable on the Senior Notes by the amount necessary to pay additional
trust fund expenses (other than Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to the
Mortgage Loan (as specified in the Lead Securitization Servicing Agreement) and finally, (i) in the case of the remaining amount
of Penalty Charges allocable pursuant to Section 3 or Section 4 hereunder, be paid to the Master


 






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Servicer and/or the Special Servicer
as additional servicing compensation as provided in the Lead Securitization Servicing Agreement.


 


Penalty
Charges (as defined in the Lead Securitization Servicing Agreement) paid on the Junior Notes pursuant to Section 3 or Section
4 hereunder shall be allocated to each Junior Noteholder on a Pro Rata and Pari Passu Basis and applied first, to reduce,
on a pro rata basis, the amounts payable on the Junior Notes by the amount necessary to pay the Master Servicer, the Trustee
or the Special Servicer for any interest accrued on any Servicing Advances and reimbursement of any Servicing Advances in accordance
with the terms of the Lead Securitization Servicing Agreement, second, to reduce, on a pro rata basis, the respective amounts
payable on the Junior Notes by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead
Trustee for any interest accrued on any P&I Advance made with respect to such Notes by such party (if and as specified in
the Lead Securitization Servicing Agreement or any Non-Lead Servicing Agreement, as applicable), third, to reduce, on a pro
rata basis, the amounts payable on the Junior Notes by the amount necessary to pay additional trust fund expenses (other than
unpaid special servicing fees, workout fees and liquidation fees) incurred with respect to the Mortgage Loan (as specified in
the Lead Securitization Servicing Agreement) and finally, to be paid to the Master Servicer and/or the Special Servicer as additional
servicing compensation as provided in the Lead Securitization Servicing Agreement.


 


Section
5.       Administration of the Mortgage Loan.


 


(a)       Subject
to this Agreement (including, without limitation, Section 5(f) below) and the Servicing Agreement, the Lead Securitization Noteholder
(or the Servicer acting on behalf of the Lead Securitization Noteholder) shall have the sole and exclusive authority with respect
to the administration of, and exercise of rights and remedies with respect to, the Mortgage Loan, including, without limitation,
the sole authority to modify or waive any of the terms of the Mortgage Loan Documents or consent to any action or failure to act
by the Mortgage Loan Borrower or any other party to the Mortgage Loan Documents, call or waive any Event of Default, accelerate
the Mortgage Loan or institute any foreclosure action or other remedy and, except as provided in Section 5(f), the other
Noteholders shall not have any voting, consent or other rights whatsoever with respect to the Lead Securitization Noteholder’s
administration of, or exercise of its rights and remedies with respect to, the Mortgage Loan. Subject to this Agreement (including,
without limitation, Section 5(f) below) and the Servicing Agreement, each of the other Noteholders agrees that it shall have no
right to, and hereby presently and irrevocably assigns and conveys to the Lead Securitization Noteholder (or the Servicer acting
on behalf of the Lead Securitization Noteholder) the rights, if any, that the Lead Securitization Noteholder and the other Noteholders
have to, (i) call or cause the Lead Securitization Noteholder to call an Event of Default under the Mortgage Loan, or (ii) exercise
any rights and remedies with respect to the Mortgage Loan or the Mortgage Loan Borrower, including, without limitation, filing
or causing the Lead Securitization Noteholder to file any bankruptcy petition against the Mortgage Loan Borrower. The Lead Securitization
Noteholder (or the Servicer acting on behalf of the Lead Securitization Noteholder) shall not have any fiduciary duty to the other
Noteholders in connection with the administration of the Mortgage Loan (but the foregoing shall not relieve the Lead Securitization
Noteholder from the obligation to make any disbursement of funds as set forth herein).


 






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Each
Senior Noteholder hereby acknowledges the right and obligation of the Lead Securitization Noteholder (or the Special Servicer
acting on behalf of the Lead Securitization Noteholder), upon the Mortgage Loan becoming a Defaulted Mortgage Loan and the determination
by the Special Servicer to sell the Lead Securitization Note in accordance with the Servicing Agreement, to sell the Non-Lead
Securitization Notes together with the Lead Securitization Note, as notes evidencing the entire senior portion of the Mortgage
Loan in accordance with the terms of the Servicing Agreement. In connection with any such sale, the Special Servicer shall be
required to sell such Notes together as notes evidencing the entire senior portion of the Mortgage Loan and shall require that
all offers be submitted to the Certificate Administrator or the Special Servicer, as applicable, in accordance with the terms
of the Servicing Agreement in writing. The Trustee (based upon an updated Appraisal ordered by the Special Servicer and received
by the Trustee (or ordered by the Trustee if the Special Servicer or any of its Affiliates is an Interested Person)) shall determine
whether any cash offer constitutes a fair price for the Senior Notes (in the manner set forth in the Servicing Agreement) if the
highest offeror is an Interested Person, and any such determination by the Trustee shall be binding upon all parties. Notwithstanding
the foregoing, the Lead Securitization Noteholder (or the Special Servicer acting on behalf of the Lead Securitization Noteholder)
shall not be permitted to sell the Senior Notes without the written consent of each Non-Lead Securitization Noteholder (provided
that such consent of a Non-Lead Securitization Noteholder is not required if the related Non-Lead Securitization Note is held
by the Mortgage Loan Borrower or any Affiliate of the Mortgage Loan Borrower) unless the Special Servicer has delivered to each
Non-Lead Securitization Noteholder: (a) at least 15 Business Days prior written notice of any decision to attempt to sell the
Senior Notes; (b) at least 10 days prior to the proposed sale date, a copy of each bid package (together with any material amendments
to such bid packages) received by the Special Servicer in connection with any such proposed sale, (c) at least 10 days prior to
the proposed sale date, a copy of the most recent Appraisal for the Mortgaged Property, and any documents in the Servicing File
reasonably requested by a Non-Lead Securitization Noteholder that are material to the price of the Senior Notes and (d) until
the sale is completed and a reasonable period of time (but no less time than is afforded to other offerors and the Subordinate
Class Representative (as such term is defined in the Servicing Agreement)) prior to the proposed sale date, all information and
other documents being provided to other offerors and all leases or other documents that are approved by the Master Servicer or
the Special Servicer in connection with the proposed sale; provided, however, that any Non-Lead Securitization Noteholder
may waive any delivery or timing requirements set forth in this sentence only for itself. Subject to the foregoing, each of the
Non-Lead Securitization Noteholders and the Non-Controlling Class Representatives shall be permitted to submit an offer at any
sale of the Senior Notes unless such Person is the Mortgage Loan Borrower or an agent or Affiliate of the Mortgage Loan Borrower.


 


Each
Non-Lead Securitization Noteholder hereby appoints the Lead Securitization Noteholder as its agent, and grants to the Lead Securitization
Noteholder an irrevocable power of attorney coupled with an interest, and its proxy, for the purpose of soliciting and accepting
offers for and consummating the sale of the Non-Lead Securitization Notes. Each Non-Lead Securitization Noteholder further agrees
that, upon the request of the Lead Securitization Noteholder (or the Special Servicer acting on behalf of the Lead Securitization
Noteholder), such Non-Lead Securitization Noteholder shall execute and deliver to or at the direction of Lead Securitization Noteholder
(or the Special Servicer acting on behalf of the Lead Securitization Noteholder) such powers of attorney or other instruments
as the Lead Securitization Noteholder


 






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(or the Special Servicer acting on behalf of the Lead Securitization Noteholder) may reasonably
request to better assure and evidence the foregoing appointment and grant, in each case promptly following request, and shall
deliver the related original Non-Lead Securitization Note, endorsed in blank, to or at the direction of the Lead Securitization
Noteholder (or the Special Servicer acting on behalf of the Lead Securitization Noteholder) in connection with the consummation
of any such sale.


 


The
authority of the Lead Securitization Noteholder (or the Special Servicer acting on behalf of the Lead Securitization Noteholder)
to sell the Non-Lead Securitization Notes, and the obligations of the Non-Lead Securitization Noteholders to execute and deliver
instruments or deliver the original Non-Lead Securitization Notes upon request of the Lead Securitization Noteholder (or the Special
Servicer acting on behalf of the Lead Securitization Noteholder), shall terminate and cease to be of any further force or effect
upon the date, if any, upon which the Lead Securitization Note is repurchased by the applicable Noteholder from the related trust
fund established under the Servicing Agreement in connection with a material breach of representation or warranty made by such
Noteholder with respect to the Lead Securitization Note or a material document defect with respect to the documents delivered
by such Noteholder with respect to Lead Securitization Note upon the consummation of the Lead Securitization. The preceding sentence
shall not be construed to grant to any Non-Lead Securitization Noteholder the benefit of any representation or warranty made by
the Noteholder that holds the Lead Securitization Note as of the date hereof or any document delivery obligation imposed on such
Noteholder under any mortgage loan purchase and sale agreement, instrument of transfer or other document or instrument that may
be executed or delivered by such Noteholder in connection with the Lead Securitization.


 


(b)       The
administration of the Mortgage Loan shall be governed by this Agreement and the Servicing Agreement; provided that to
the extent of any conflict between this Agreement and the Servicing Agreement, the terms of this Agreement shall control.
The Noteholders agree to be bound by the terms of the Servicing Agreement. The Lead Securitization Noteholder (or the Servicer
on its behalf) shall service the Mortgage Loan in accordance with the terms of this Agreement, including without limitation the
rights of the Junior Noteholders set forth in Section 5(f) below. After the First Securitization, servicing of the Mortgage Loan
shall generally be carried out by the Master Servicer and, if the Mortgage Loan is a Specially Serviced Loan, by the Special Servicer,
in each case pursuant to the Servicing Agreement and this Agreement. Notwithstanding anything to the contrary contained herein,
in accordance with the Servicing Agreement, the Lead Securitization Noteholder shall cause the Master Servicer and the Special
Servicer to service and administer the Mortgage Loan in accordance with the Servicing Standard, taking into account the interests
of the Lead Securitization Noteholder, the Non-Lead Securitization Noteholders and the Junior Noteholders as a collective whole
(it being understood that the interest of each Junior Noteholder is a junior Note interest, subject to the terms and conditions
of this Agreement), and any Non-Lead Securitization Noteholder or Junior Noteholder who is not a Mortgage Loan Borrower Related
Party shall be deemed a third party beneficiary of such provisions of the Servicing Agreement. The foregoing provisions of this
Section 5(b) shall not limit or modify the rights of the Controlling Noteholder and/or the Operating Advisor to exercise
their respective rights specifically set forth under this Agreement.


 






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(c)       Notwithstanding
anything to the contrary contained herein, but subject to the terms and conditions of the Servicing Agreement and this Agreement
(including, without limitation, Section 6) if the Servicer (on behalf of the Noteholders) in connection with a Workout of the
Mortgage Loan modifies the terms thereof such that (i) the unpaid principal balance of the Mortgage Loan is decreased, (ii) the
Interest Rate or scheduled amortization payments on such Mortgage Loan are reduced, (iii) payments of interest or principal
on the Mortgage Loan are waived, reduced or deferred, or (iv) any other adjustment (other than an increase in the Interest
Rate or increase in scheduled amortization payments) is made to any of the terms of the Mortgage Loan, all payments to the Senior
Noteholders pursuant to Section 3 and Section 4, as applicable, shall be made as though such Workout did not occur,
with the payment terms of the Senior Notes remaining the same as they are on the date hereof, the Junior Notes shall bear the
full economic effect of all waivers, reductions or deferrals of amounts due on the Mortgage Loan attributable to such Workout
(up to the amount otherwise due on the Junior Notes). Subject to the Servicing Agreement and this Agreement (including without
limitation Section 5(f) and Section 6), in the case of any modification or amendment described above, the Servicer (on behalf
of the Noteholders) shall have the sole authority and ability to revise the payment provisions set forth in Section 3 and
Section 4 above in a manner that reflects the subordination of the Junior Notes to the Senior Notes with respect to the loss
that is the result of such amendment or modification, including: (A) the ability to increase the Senior Note Percentage Interest
and to reduce the Junior Note Percentage Interest in a manner that reflects a loss in principal as a result of such amendment
or modification and (B) the ability to change the Senior Note Rate and the Junior Note Rate, as applicable, in order to reflect
a reduction in the Interest Rate of the Mortgage Loan, but shall not be permitted to change the order of the clauses set forth
in Section 3 and Section 4 hereof. Notwithstanding the foregoing, if any Workout, modification or amendment of the Mortgage Loan
extends the original maturity date of the Mortgage Loan, for purposes of this paragraph, the Balloon Payment will be deemed not
to be due on the original maturity date of the Mortgage Loan but will be deemed due on the extended maturity date of the Mortgage
Loan.


 


(d)       All
rights and obligations of the Senior Noteholders described hereunder may be exercised by the Servicer on behalf of the Senior
Noteholders in accordance with the Servicing Agreement and this Agreement.


 


(e)       For
so long as any Senior Note or any portion thereof is included as an asset of a REMIC, any provision of this Agreement to the contrary
notwithstanding: (i) the Mortgage Loan shall be administered such that the Senior Notes and the Junior Notes shall each qualify
at all times as (or as interests in) a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code,
(ii) any real property (and related personal property) acquired by or on behalf of the Senior Noteholders pursuant to a foreclosure,
exercise of a power of sale or delivery of a deed in lieu of foreclosure of the Mortgage or lien on such property following a
default on the Mortgage Loan shall be administered so that the interests of the Noteholders therein shall at all times qualify
as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code and (iii) the Lead Securitization Noteholder
may not modify, waive or amend any provision of the Mortgage Loan, consent to or withhold consent from any action of the Mortgage
Loan Borrower, or exercise or refrain from exercising any powers or rights which the Lead Securitization Noteholder may have under
the Mortgage Loan Documents, if any such action would constitute a “significant modification” of the Mortgage Loan,
within the meaning


 






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of Section 1.860G 2(b) of the regulations of the United States Department of the Treasury, more than three
(3) months after the earliest startup day of any REMIC which includes any Senior Note or any portion thereof. The Noteholders
agree that the provisions of this Section 5(e) shall be effected by compliance by the Lead Securitization Noteholder or its assignees
with this Agreement or the Servicing Agreement or any other agreement which governs the administration of the Mortgage Loan or
the Lead Securitization Noteholder’s interests therein. All costs and expenses of compliance with this Section 5(e), to
the extent that such costs and expenses relate to administration of a REMIC or to any determination respecting the amount, payment
or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense, shall be borne solely by
the Senior Noteholders on a Pro Rata and Pari Passu Basis.


 


Anything
herein or in the Servicing Agreement to the contrary notwithstanding, in the event that any Senior Note or any portion thereof
is included in a REMIC, no Junior Noteholder or any Noteholder whose Note is not included in such REMIC shall be required to reimburse
the Noteholder whose Note is included in such REMIC or any other Person for payment of (i) any taxes imposed on such REMIC, (ii)
any costs or expenses relating to the administration of such REMIC or to any determination respecting the amount, payment or avoidance
of any tax under such REMIC or (iii) any advances for any of the foregoing or any interest thereon or for deficits in other items
of disbursement or income resulting from the use of funds for payment of any such taxes, costs or expenses or advances, nor shall
any disbursement or payment otherwise distributable to any other Noteholder be reduced to offset or make-up any such payment or
deficit.


 


(f)       Except
as hereinafter provided, if any consent, modification, amendment or waiver under or other action in respect of the Mortgage Loan
or the Mortgage Loan Documents (whether or not a Servicing Transfer Event has occurred and is continuing) that would constitute
a Major Decision has been requested or proposed, at least ten (10) Business Days prior to taking action with respect to such Major
Decision (or making a determination not to take action with respect to such Major Decision), the Lead Securitization Noteholder
(or the Servicer acting on its behalf) must receive the written consent of the Controlling Noteholder (or its Operating Advisor)
before implementing a decision with respect to such Major Decision. For the avoidance of doubt, except as hereinafter provided,
the Senior Noteholders shall obtain the written consent of the Controlling Noteholder (or its Operating Advisor) for all Major
Decisions.


 


For
so long as the Note B-1 Holder is the Controlling Noteholder, if the Lead Securitization Noteholder (or the Servicer acting on
its behalf) has not received a response from the Controlling Noteholder (or its Operating Advisor) with respect to such Major
Decision within five (5) Business Days after delivery of the notice of a Major Decision, the Lead Securitization Noteholder (or
the Servicer acting on its behalf) shall deliver an additional copy of the notice of a Major Decision in all caps bold 14-point
font: “This is a Second Notice. Failure to respond within five (5) Business Days of this Second Notice will result in a
loss of your right to consent with respect to this decision.” and if the Controlling Noteholder (or its Operating Advisor)
fails to respond to the Lead Securitization Noteholder (or the Servicer acting on its behalf) with respect to any such proposed
action within five (5) Business Days after receipt of such second notice, the Controlling Noteholder (or its Operating Advisor),
as applicable, shall have no further consent rights with respect to such action.


 






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Notwithstanding
the foregoing, following the occurrence of an extraordinary event with respect to any Mortgaged Property, or if a failure to take
any such action at such time would be inconsistent with the Servicing Standard, the Lead Securitization Noteholder (or the Servicer
acting on its behalf) may take actions with respect to such Mortgaged Property before obtaining the consent of the Controlling
Noteholder (or its Operating Advisor) if the Lead Securitization Noteholder (or the Servicer acting on its behalf) reasonably
determines in accordance with the Servicing Standard that failure to take such actions prior to such consent would materially
and adversely affect the interest of the Noteholders, and the Lead Securitization Noteholder (or the Servicer acting on its behalf)
has made a reasonable effort to contact the Controlling Noteholder (or its Operating Advisor). The foregoing shall not relieve
the Lead Securitization Noteholder (or the Servicer acting on its behalf) of its duties to comply with the Servicing Standard.


 


Notwithstanding
the foregoing, the Lead Securitization Noteholder (or the Servicer acting on its behalf) shall not follow any advice, consultation,
decision or direction provided by the Controlling Noteholder (or its Operating Advisor) that would require or cause the Lead Securitization
Noteholder (or the Servicer acting on its behalf) to violate any applicable law (including the REMIC Provisions), be inconsistent
with the Servicing Standard, require or cause the Lead Securitization Noteholder (or the Servicer acting on its behalf) to violate
provisions of this Agreement or the Servicing Agreement, require or cause the Lead Securitization Noteholder (or the Servicer
acting on its behalf) to violate the terms of the Mortgage Loan, or materially expand the scope of any Lead Securitization Noteholder’s
(or the Servicer’s) responsibilities under this Agreement or the Servicing Agreement.


 


(g)   During
the continuation of a Control Appraisal Period, the Lead Securitization Noteholder (or its Controlling Class Representative) shall
have, with respect to the Mortgage Loan, all of the same rights and powers of the Controlling Class Representative under the Servicing
Agreement with respect to the other mortgage loans included in the Lead Securitization, including without limitation, (i) the
right to consent and/or consult regarding Major Decisions and other servicing matters, (ii) the right to advise (A) the Special
Servicer with respect to all Specially Serviced Loans and (B) the Special Servicer with respect to non-Specially Serviced Loans
as to all matters for which the Master Servicer must obtain the consent (or deemed consent) of the Special Servicer, and (iii)
the right to direct the Special Servicer to take, or to refrain from taking, such other actions with respect to the Mortgage Loan
as the Controlling Class Representative may deem advisable or as to which provision is otherwise made therein, in each case subject
to the terms and conditions of the Servicing Agreement.


 


Notwithstanding
the foregoing, the Lead Securitization Noteholder (or the Servicer acting on its behalf) shall be required to provide copies of
any notice, information and report that it is required to provide to the Controlling Class Representative pursuant to the Servicing
Agreement with respect to any Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report
relating to the Mortgage Loan, to each Non-Controlling Noteholder (or its controlling class representative), within the same time
frame it is required to provide to the Controlling Class Representative (for this purpose, without regard to whether such items
are actually required to be provided to the Controlling Class Representative under the Servicing Agreement due to the occurrence
of a Control Termination


 






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Event (as defined in the Servicing Agreement) or a Consultation Termination Event (as defined in the
Servicing Agreement)).


 


The
Lead Securitization Noteholder (or the Special Servicer on its behalf) shall be required to consult with each Non-Controlling
Noteholder (or its controlling class representative) on a strictly non-binding basis, to the extent having received such notices,
information and reports, such Non-Controlling Noteholder (or its controlling class representative) requests consultation with
respect to any Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report relating to
the Mortgage Loan, and consider alternative actions recommended by such Non-Controlling Noteholder (or its controlling class representative);
provided that after the expiration of a period of ten (10) Business Days from the delivery to the Non-Controlling Noteholders
(or their respective controlling class representatives) by the Lead Securitization Noteholder (or the Servicer acting on its behalf)
of written notice of a proposed action, together with copies of the notice, information and report required to be provided to
the Controlling Class Representative, the Lead Securitization Noteholder (or the Servicer acting on its behalf) shall no longer
be obligated to consult with the Non-Controlling Noteholders (or their respective controlling class representatives), whether
or not the Non-Controlling Noteholders (or their respective controlling class representatives) have responded within such ten
(10) Business Day period (unless, the Lead Securitization Noteholder (or the Servicer acting on its behalf) proposes a new course
of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period shall
be deemed to begin anew from the date of such proposal and delivery of all information relating thereto). Notwithstanding the
consultation rights of the Non-Controlling Noteholders (or their respective controlling class representatives) set forth in the
immediately preceding sentence, the Lead Securitization Noteholder (or Servicer acting on its behalf) may make any Major Decision
or take any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period
if the Lead Securitization Noteholder (or Servicer acting on its behalf) reasonably determines in accordance with the Servicing
Standard that failure to take such actions prior to consultation would materially and adversely affect the interests of the Noteholders.
In no event shall the Lead Securitization Noteholder (or Servicer acting on its behalf) be obligated at any time to follow or
take any alternative actions recommended by a Non-Controlling Noteholder (or its controlling class representative).


 


In
addition to the consultation rights of the Non-Controlling Noteholders (or their respective controlling class representatives)
provided in the immediately preceding paragraph, the Non-Controlling Noteholders shall have the right to attend annual meetings
(either telephonically or in person, in the discretion of the Servicer) with the Lead Securitization Noteholder (or the Servicer
acting on its behalf) at the offices of the Servicer, upon reasonable notice and at times reasonably acceptable to the Servicer,
during which servicing issues related to the Mortgage Loan are discussed.


 


(h)       The
Controlling Noteholder shall be entitled to avoid its applicable Control Appraisal Period caused by application of an Appraisal
Reduction Amount (as opposed to a Control Appraisal Period that is deemed to have occurred as a result of any Mortgage Loan Borrower
Related Party holding an interest in any of the Junior Notes or the existence of any circumstances that would otherwise permit
any Mortgage Loan Borrower Related Party to exercise the rights of the Note B-1 Holder as Controlling Noteholder) upon satisfaction
of the


 






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following (which must be completed within thirty (30) days of the receipt of an Appraisal that indicates such Control Appraisal
Period has occurred): (i) the Controlling Noteholder shall have delivered as a supplement to the appraised value of the Mortgaged
Property, in the amount specified in clause (ii) below, to the Servicer, together with documentation acceptable to the Servicer
in accordance with the Servicing Standard to create and perfect a first priority security interest in favor of the Lead Securitization
Noteholder in such collateral (A) cash collateral for the benefit of, and acceptable to, the Servicer or (B) an unconditional
and irrevocable standby letter of credit with the Lead Securitization Noteholder as the beneficiary, in form reasonably acceptable
to the Servicer, issued by a bank or other financial institution the long term unsecured debt obligations of which are at all
times rated at least “AA” by S&P, “A” by Fitch and “Aa2” by Moody’s or the short
term obligations of which are rated at least “A-1+” by S&P, “F-1” by Fitch and “P-1” by
Moody’s (either (A) or (B), the “Threshold Event Collateral”), and (ii) the Threshold Event Collateral
shall be in an amount which, when added to the appraised value of the Mortgaged Property as determined pursuant to the Servicing
Agreement, would cause the applicable Control Appraisal Period not to occur. If the requirements of this paragraph are satisfied
by the Controlling Noteholder (a “Threshold Event Cure”), no Control Appraisal Period caused by application
of an Appraisal Reduction Amount shall be deemed to have occurred. If a letter of credit is furnished as Threshold Event Collateral,
the applicable Controlling Noteholder shall be required to renew such letter of credit not later than thirty (30) days prior to
expiration thereof or to replace such letter of credit with cash collateral as described in clause (A) or a new letter of credit
that satisfies the requirements set forth in clause (B) with an expiration date that is greater than forty-five (45) days from
the date of such replacement; provided, however, that, if a letter of credit is not renewed prior to thirty (30)
days prior to the expiration date of such letter of credit, the letter of credit shall provide that the Servicer may (and, at
the direction of the applicable Controlling Noteholder, shall) draw upon such letter of credit and hold the proceeds thereof as
Threshold Event Collateral. If a letter of credit is furnished as Threshold Event Collateral, the applicable Controlling Noteholder
shall be required to replace such letter of credit with other Threshold Event Collateral within 30 days if the credit rating of
the issuing entity is downgraded below the applicable required rating; provided, however, that, if such Threshold
Collateral is not so replaced, the Servicer shall draw upon such letter of credit and hold the proceeds thereof as Threshold Event
Collateral. The Threshold Event Cure shall continue until (1) the appraised value of the Mortgaged Property plus the value of
the Threshold Event Collateral would not be sufficient to prevent a Control Appraisal Period from occurring; or (2) the occurrence
of a Final Recovery Determination. If the appraised value of the Mortgaged Property, upon any redetermination thereof, is sufficient
to avoid the occurrence of a Control Appraisal Period without taking into consideration any, or some portion, of Threshold Event
Collateral previously delivered by the Controlling Noteholder, all, or such portion, of Threshold Event Collateral held by the
Servicer (to the extent not required to avoid the occurrence of a Control Appraisal Period) shall promptly be returned to such
Controlling Noteholder (at its sole cost and expense). Upon a Final Recovery Determination with respect to the Mortgage Loan,
such Threshold Event Collateral shall be available to reimburse each Noteholder for any realized loss pursuant to Section 3 or
4, as applicable, with respect to the Mortgage Loan after application of the net proceeds of liquidation, not in excess of the
Senior Note Principal Balance and the Junior Note Principal Balance, as the case may be, plus accrued and unpaid interest thereon
at the applicable interest rate and all Additional Servicing Expenses reimbursable under this Agreement and under the Servicing
Agreement. Any Threshold Event Collateral shall be treated


 






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as an “outside reserve fund” for purposes of the REMIC
Provisions and such property (and the right to reimbursement of any amounts with respect thereto from a REMIC) shall be beneficially
owned by the posting Noteholder who shall be taxed on all income with respect thereto. The entire amount of Threshold Event Collateral,
without a haircut or other reduction, shall be considered in determining the sufficiency of such Threshold Event Collateral to
avoid a Control Appraisal Period.


 


(i)       The
Servicer or the Special Servicer shall obtain Appraisals that meet the requirements of, and at the times required pursuant to,
the terms of the Lead Securitization Servicing Agreement. In the event that the Note B-1 Holder is determined at any time of determination
to no longer be the Controlling Noteholder as a result of an Appraisal Reduction Amount, the Note B-1 Holder or the Operating
Advisor shall have the right, at their sole expense, to require the Special Servicer to order a second Appraisal with respect
to the Mortgage Loan, provided that the request for such second Appraisal shall be on the same terms, timing and requirements
for a second Appraisal requested by an Appraised-Out Class as set forth in the Lead Securitization Servicing Agreement. Upon receipt
of such second Appraisal, the Special Servicer shall determine, in accordance with the Servicing Standard, whether any recalculation
of the Appraisal Reduction Amount is warranted, and if so warranted, shall recalculate the Appraisal Reduction Amount based on
such second Appraisal. If as a result of such recalculation, a Control Appraisal Period is no longer deemed to exist, the Note
B-1 Holder shall be restored as the Controlling Noteholder as set forth in this Agreement.


 


(j)       Notwithstanding
anything to the contrary contained herein or in the Servicing Agreement, if at any time the Mortgage Loan Borrower Related Party
is a Noteholder (a “Borrower Party Noteholder”), then (i) such Borrower Party Noteholder shall not have any
rights as a Controlling Noteholder or a Controlling Class Representative, (ii) such Borrower Party Noteholder shall have
no right to appoint or terminate the Master Servicer or Special Servicer, (iii) such Borrower Party Noteholder shall have no right
to consult with or advise the Master Servicer or Special Servicer, and shall have no right to review and approve or comment on
any Asset Status Report and (iv) in each and every instance where, pursuant to this Agreement or the Servicing Agreement, the
Master Servicer or Special Servicer must take into account the interests of each Noteholder (or words of similar import), such
consideration shall be given to the Borrower Party Noteholder only in its capacity as a holder of a Junior Note, and the Master
Servicer or Special Servicer (as the case may be) shall disregard the fact that the Borrower Party Noteholder is either the Mortgage
Loan Borrower or an Affiliate of the Mortgage Loan Borrower and as such, may have conflicting interests from a Noteholder (in
its capacity as a Noteholder).


 


Section
6.        Appointment of Operating Advisor.


 


(a)       The
Controlling Noteholder shall have the right at any time to appoint an operating advisor to exercise its rights hereunder (the
“Operating Advisor”). The Controlling Noteholder shall have the right in its sole discretion at any time and
from time to time to remove and replace the Operating Advisor. When exercising its various rights under Section 5 and elsewhere
in this Agreement, the Controlling Noteholder may, at its option, in each case, act through the Operating Advisor. The Operating
Advisor may be any Person, including, without limitation, the Controlling Noteholder, any officer or employee of the Controlling
Noteholder,


 






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any Affiliate of the Controlling Noteholder or any other unrelated third party; provided that the Operating
Advisor may not be a Mortgage Loan Borrower Related Party. No Operating Advisor shall owe any fiduciary duty or other duty to
any Person (other than the Controlling Noteholder). All actions that are permitted to be taken by the Controlling Noteholder under
this Agreement may be taken by the Operating Advisor acting on behalf of the Controlling Noteholder and the Lead Securitization
Noteholder (or any Servicer acting on its behalf) will accept such actions of the Operating Advisor as actions of the Controlling
Noteholder. The Lead Securitization Noteholder (or any Servicer on its behalf) shall not be required to recognize any Person as
an Operating Advisor until the Controlling Noteholder has notified the Lead Securitization Noteholder (and any Servicer) of such
appointment and, if the Operating Advisor is not the same Person as the Controlling Noteholder, the Operating Advisor provides
the Lead Securitization Noteholder (and any Servicer) with written confirmation of its acceptance of such appointment, an address
and facsimile number for the delivery of notices and other correspondence and a list of officers or employees of such Person with
whom the parties to this Agreement may deal (including their names, titles, work addresses and facsimile numbers). The Lead Securitization
Noteholder shall promptly deliver such information to any Servicer.


 


(b)       Neither
the Operating Advisor nor the Controlling Noteholder shall have any liability to the other Noteholders or any other Person for
any action taken, or for refraining from the taking of any action or in the giving of any consent or the failure to give any consent
pursuant to this Agreement or the Servicing Agreement, or errors in judgment, absent any loss, liability or expense incurred by
reason of its willful misfeasance, bad faith or gross negligence. The Senior Noteholders and the Junior Noteholders agree that
the Operating Advisor and any Controlling Noteholder (whether acting in place of the Operating Advisor when no Operating Advisor
shall have been appointed hereunder or otherwise exercising any right, power or privilege granted to the Controlling Noteholder
hereunder) may take or refrain from taking actions that favor the interests of one Noteholder over any other Noteholder, and that
the Operating Advisor may have special relationships and interests that conflict with the interests of a Noteholder and, absent
willful misfeasance, bad faith or gross negligence on the part of the Operating Advisor or such Controlling Noteholder, as the
case may be, agree to take no action against the Operating Advisor, such Controlling Noteholder or any of their respective officers,
directors, employees, principals or agents as a result of such special relationships or interests, and that neither the Operating
Advisor nor such Controlling Noteholder will be deemed to have been negligent or reckless, or to have acted in bad faith or engaged
in willful misfeasance or to have recklessly disregarded any exercise of its rights by reason of its having acted or refrained
from acting solely in the interests of any Noteholder.


 


(c)       If
the Lead Securitization Noteholder is the Controlling Noteholder, the Junior Noteholders acknowledge and agree (i) all of the
aforementioned rights of the Controlling Noteholder and the Operating Advisor set forth in Section 5(f) and this Section 6
shall be exercisable by the Lead Securitization Noteholder (or the applicable Person specified in the Servicing Agreement) to
the extent set forth in the Servicing Agreement and (ii) the Controlling Class Representative of such Lead Securitization may
exercise all rights with respect to the Mortgage Loan and any decisions or consents or other powers with respect thereto as are
set forth in the Servicing Agreement.


 






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If
neither the Lead Securitization Noteholder nor the Note B-1 Holder is the Controlling Noteholder, the Junior Noteholders acknowledge
and agree all of the aforementioned rights of the Controlling Noteholder and the Operating Advisor set forth in Section 5(f) and
this Section 6 shall be exercisable by a Senior Noteholder that is the then Controlling Noteholder pursuant to the definition
of “Controlling Noteholder” in this Agreement.


 


Section
7.        Special Servicer. The Controlling Noteholder (or its Operating Advisor),
at its expense (including, without limitation, the reasonable costs and expenses of counsel to any third parties and costs and
expenses of the terminated Special Servicer), shall have the right to appoint the Special Servicer with respect to the Mortgage
Loan. The Controlling Noteholder (or its Operating Advisor) shall be entitled to terminate the rights and obligations of the Special
Servicer under the Lead Securitization Servicing Agreement, with or without cause, upon at least ten (10) Business Days’
prior notice to the Special Servicer (provided, however, that the Controlling Noteholder and its Operating Advisor
shall not be liable for any termination or similar fee in connection with the removal of the Special Servicer in accordance with
this Section 7); such termination not be effective unless and until: (A) each Rating Agency delivers Rating Agency Confirmation
(to the extent the Mortgage Loan or any portion thereof has been securitized); (B) the applicable successor Special Servicer
has assumed in writing all of the responsibilities, duties and liabilities of the Special Servicer under the Lead Securitization
Servicing Agreement from and after the date it becomes the Special Servicer as they relate to the Mortgage Loan pursuant to an
assumption agreement reasonably satisfactory to the Trustee; and (C) the Trustee shall have received an opinion of counsel
reasonably satisfactory to the Trustee to the effect that (x) the designation of such replacement to serve as Special Servicer
is in compliance with the Servicing Agreement, (y) such replacement will be bound by the terms of the Lead Securitization
Servicing Agreement with respect to such Mortgage Loan and (z) subject to customary qualifications and exceptions, the applicable
servicing agreement will be enforceable against such replacement in accordance with its terms. The Lead Securitization Noteholder
(or the Servicer on its behalf) shall promptly provide copies to any terminated Special Servicer of the documents referred to
in the preceding sentence.


 


If
a Servicer Termination Event on the part of the Special Servicer has occurred that affects a Non-Controlling Noteholder, such
Non-Controlling Noteholder shall have the right to direct the Trustee (or, at any time that neither the Mortgage Loan nor any
portion thereof is included in a Securitization Trust, the Controlling Noteholder) to terminate the Special Servicer under the
Lead Securitization Servicing Agreement (or at any time that the Mortgage Loan is no longer subject to the provisions of the Lead
Securitization Servicing Agreement, the successor servicing agreement pursuant to which the Mortgage Loan is being serviced) solely
with respect to the Mortgage Loan pursuant to and in accordance with the terms of the Lead Securitization Servicing Agreement
(or at any time that the Mortgage Loan is no longer subject to the provisions of the Lead Securitization Servicing Agreement,
the successor servicing agreement pursuant to which the Mortgage Loan is being serviced). The Controlling Noteholder shall be
entitled to appoint a replacement Special Servicer in connection with a termination of the Special Servicer at the direction of
a Non-Controlling Noteholder, subject to the satisfaction of the requirements of the Lead Securitization Servicing Agreement and
this Agreement. The Noteholders acknowledge and agree that any successor special servicer appointed to replace the Special Servicer
with respect to the Mortgage Loan that was terminated for cause at a Non-Controlling Noteholder’s direction cannot at any
time be the Person (or an Affiliate thereof) that


 






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was so terminated without the prior written consent of such Non-Controlling
Noteholder. The Non-Controlling Noteholder that directs the Trustee (or, at any time that neither the Mortgage Loan nor any portion
thereof is included in a Securitization Trust, the Controlling Noteholder) to terminate the Special Servicer shall be solely responsible
for reimbursing the Trustee’s or the Controlling Noteholder’s, as applicable, costs and expenses, if not paid within
a reasonable time by the terminated Special Servicer and, in the case of the Trustee, that would otherwise be reimbursed to the
Trustee from amounts on deposit in the Collection Account under the Lead Securitization Servicing Agreement.


 


For
the avoidance of doubt, in no event will the rights of the Non-Controlling Noteholders set forth in the immediately preceding
paragraph in any way limit or diminish the rights of the Controlling Noteholder otherwise set forth in this Section 7.


 


The
Controlling Noteholder agrees and acknowledges that the Lead Securitization Servicing Agreement may contain provisions such that
any Special Servicer could be terminated under the Lead Securitization Servicing Agreement based on a recommendation by the Securitization
Operating Advisor if (A) the Securitization Operating Advisor determines, in its sole discretion exercised in good faith, that
(1) the Special Servicer has failed to comply with the Servicing Standard and (2) a replacement of the Special Servicer would
be in the best interest of the holders of securities issued under the Lead Securitization Servicing Agreement (as a collective
whole) and (B) an affirmative vote of requisite certificate holders is obtained. The Controlling Noteholder will retain its right
to remove and replace the Special Servicer, but the Controlling Noteholder may not restore a Special Servicer that has been removed
in accordance with the preceding sentence.


 


Section
8.        Payment Procedure.


 


(a)       The
Lead Securitization Noteholder (or the Master Servicer, the Special Servicer or the Trustee acting on its behalf), in accordance
with the priorities set forth in Section 3 or 4, as applicable and subject to the terms of the Lead Securitization Servicing Agreement,
shall deposit or cause to be deposited all payments allocable to the Notes to the “Collection Account” and/or “Serviced
Companion Loan Custodial Account” (or the related analogous term and each as defined in the Lead Securitization Servicing
Agreement) pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Noteholder
(or the Master Servicer, the Special Servicer or the Trustee acting on its behalf) shall deposit such amounts to the applicable
account within one (1) Business Day of receipt of properly identified and available funds by the Lead Securitization Noteholder
(or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower (provided, that to the extent
that any payment is received after 2:00 p.m. (Eastern time) on any given Business Day, the Master Servicer is required to use
commercially reasonable efforts to deposit such payment into the applicable account within one (1) Business Day of receipt of
properly identified and available funds, but, in any event, the Master Servicer is required to deposit such payments into the
applicable account within two (2) Business Days of receipt of properly identified and available funds).


 


(b)       If
the Lead Securitization Noteholder (or the Servicer on its behalf) determines, or a court of competent jurisdiction orders, at
any time that any amount received or


 






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collected in respect of the Senior Notes or the Junior Notes must, pursuant to any insolvency
bankruptcy, fraudulent conveyance, preference or similar law, be (i) returned to the Mortgage Loan Borrower or the Guarantor or
(ii) paid to the Lead Securitization Noteholder, any other Noteholder or any Servicer or (iii) paid to any other Person, then,
notwithstanding any other provision of this Agreement, (A) the Lead Securitization Noteholder (or the Servicer on its behalf)
shall not be required to distribute any portion thereof to any Noteholder (including the Lead Securitization Noteholder) and (B)
each Noteholder (including the Lead Securitization Noteholder) will promptly on demand by the Lead Securitization Noteholder (or
the Servicer on its behalf) repay to the Lead Securitization Noteholder (or the Servicer on its behalf) the applicable portion
thereof that the Lead Securitization Noteholder (or the Servicer on its behalf) shall have theretofore distributed to such Noteholder
together with interest thereon at such rate, if any, as the Lead Securitization Noteholder (or the Servicer on its behalf) shall
be (or shall have been) required to pay to the Mortgage Loan Borrower, the Guarantor, the Lead Securitization Noteholder, any
other Noteholder, any Servicer or such other Person with respect thereto.


 


(c)       If,
for any reason, the Lead Securitization Noteholder (or the Servicer on its behalf) makes any payment to any other Noteholder before
the Lead Securitization Noteholder (or the Servicer on its behalf) has received the corresponding payment (it being understood
that the Lead Securitization Noteholder (or the Servicer on its behalf) is under no obligation to do so), and the Lead Securitization
Noteholder (or the Servicer on its behalf) does not receive the corresponding payment within three (3) Business Days of its payment
to such other Noteholder, such other Noteholder will, at the Lead Securitization Noteholder’s (or the Servicer’s on
its behalf) request, promptly return that payment to the Lead Securitization Noteholder (or the Servicer on its behalf).


 


(d)       Each
Noteholder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan
in excess of its distributable share thereof, it will promptly remit such excess to the Lead Securitization Noteholder (or the
Servicer on its behalf), who shall allocate such excess in accordance with this Agreement and the Servicing Agreement. The Lead
Securitization Noteholder (or the Servicer on its behalf) shall have the right to offset any amounts due hereunder from any Noteholder
with respect to the Mortgage Loan against any future payments due to such Noteholder under the Mortgage Loan in accordance with
this Agreement and the Servicing Agreement; provided that the obligations of any Noteholder under this Section 8 are separate
and distinct obligations from the obligations of any other Noteholder under this Section 8 and in no event shall the Lead Securitization
Noteholder (or the Servicer on its behalf) enforce the obligations of any Noteholder under this Section 8 against any other Noteholder.
The Noteholders’ obligations under this Section 8 constitute absolute, unconditional and continuing obligations.


 


Section
9.        Limitation on Liability of the Noteholders. The Lead Securitization Noteholder
(and any Servicer acting on its behalf) shall have no liability to the other Noteholders with respect to their respective Notes
except with respect to losses actually suffered due to the negligence, willful misconduct or breach of this Agreement on the part
of the Lead Securitization Noteholder (or any Servicer acting on its behalf); provided however, following the Securitization Date,
to the extent the Servicing Agreement imposes any other standard on any Servicer, the Servicing Agreement shall control. No other
Noteholder shall have any liability to the Lead Securitization Noteholder (or any Servicer acting on its behalf) with


 






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respect
to its Note except with respect to losses actually suffered due to the negligence, willful misconduct or breach of this Agreement
on the part of such other Noteholder (or any servicer acting on its behalf or, if applicable, its Operating Advisor).


 


Each
Noteholder acknowledges that, subject to the terms and conditions hereof and the obligation of the Lead Securitization Noteholder
(and any Servicer acting on its behalf) to comply with the Servicing Standard, the Lead Securitization Noteholder (or any Servicer
acting on its behalf) may exercise, or omit to exercise, any rights that the Lead Securitization Noteholder may have under this
Agreement and the Servicing Agreement in a manner that may be adverse to the interests of any Noteholder and that the Lead Securitization
Noteholder (and any Servicer acting on its behalf) shall have no liability whatsoever to any Noteholder in connection with the
Lead Securitization Noteholder’s (or any Servicer’s) exercise of rights or any omission by the Lead Securitization
Noteholder (or any Servicer acting on its behalf) to exercise such rights other than as described above; provided, however,
that the Servicer must act in accordance with the Servicing Standard, and the Lead Securitization Noteholder (or any Servicer
acting on its behalf) shall not be protected against any liability to the other Noteholders that would otherwise be imposed by
reason of willful misfeasance, bad faith or negligence on the part of the Lead Securitization Noteholder (or any Servicer acting
on its behalf).


 


The
Lead Securitization Noteholder and the Non-Lead Securitization Noteholders acknowledge that, subject to the terms and conditions
hereof, the Junior Noteholders may exercise, or omit to exercise, any rights that the Junior Noteholders may have under this Agreement
and the Servicing Agreement in a manner that may be adverse to the interests of the Lead Securitization Noteholder or the Non-Lead
Securitization Noteholders and that the Junior Noteholders (and any servicer acting on their behalf or, if applicable, the Operating
Advisor) shall have no liability whatsoever to the Lead Securitization Noteholder or the Non-Lead Securitization Noteholders in
connection with the exercise of rights or any omission by the Junior Noteholders to exercise such rights; provided, however,
that the Junior Noteholders (and any servicer acting on their behalf or, if applicable, the Operating Advisor) shall not be protected
against any liability to the Lead Securitization Noteholder or the Non-Lead Securitization Noteholders that would otherwise be
imposed by reason of willful misfeasance, bad faith or negligence on the part of the Junior Noteholders (and any servicer acting
on their behalf or, if applicable, the Operating Advisor).


 


Section
10.          Bankruptcy. Subject to the provisions of Section 5(f) hereof,
each of the Non-Lead Securitization Noteholders and the Junior Noteholders hereby covenants and agrees that only the Lead Securitization
Noteholder (or the Servicer on its behalf) has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code
Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency
Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee,
custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property
or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Subject to the provisions of
Section 5(f) hereof, each of the Non-Lead Securitization Noteholders and the Junior Noteholders further agrees that only the Lead
Securitization Noteholder, as a creditor, can make any election, give any consent, commence any action or file any motion, claim,
obligation, notice or application or take any other action in any case by or against the Mortgage Loan


 






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Borrower under the Bankruptcy
Code or in any other Insolvency Proceeding. Each of the Non-Lead Securitization Noteholders and the Junior Noteholders hereby
appoints the Lead Securitization Noteholder as its agent, and grants to the Lead Securitization Noteholder an irrevocable power
of attorney coupled with an interest, and its proxy, for the purpose of exercising any and all rights and taking any and all actions
available to any Non-Lead Securitization Noteholder or any Junior Noteholder in connection with any case by or against the Mortgage
Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file
and/or prosecute any claim, to vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code
with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage
Loan. Each of the Non-Lead Securitization Noteholders and the Junior Noteholders, in its capacity as such, hereby agrees that,
upon the request of the Lead Securitization Noteholder, such Noteholder shall execute, acknowledge and deliver to the Lead Securitization
Noteholder all and every such further deeds, conveyances and instruments as the Lead Securitization Noteholder may reasonably
request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the Servicer in connection
with any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard.


 


Section
11.        Cure Rights of the Controlling Noteholder.


 


(a)       Subject
to Section 11(b) below, in the event that the Mortgage Loan Borrower fails to make any payment of a liquidated sum of money due
on the Mortgage Loan by the end of the applicable grace period (if any) for such payment permitted under the Mortgage Loan Documents
(a “Monetary Default”), the Lead Securitization Noteholder (or the Servicer acting on its behalf) shall provide
notice of such failure to the Junior Noteholders (while the Note B-1 Holder is the Controlling Noteholder) and the Operating Advisor
(while the Note B-1 Holder is the Controlling Noteholder) (in each case, a “Monetary Default Notice”). If the
Junior Noteholders (while the Note B-1 Holder is the Controlling Noteholder) or the Operating Advisor (while the Note B-1 Holder
is the Controlling Noteholder) have not cured such Monetary Default within three (3) Business Days after receiving the related
Monetary Default Notice, the Lead Securitization Noteholder (or the Servicer acting on its behalf) shall deliver an additional
copy of the Monetary Default Notice that contains a statement in boldface font that this is a second notice and that the Junior
Noteholders’ or the Operating Advisor’s failure to cure such Monetary Default within five (5) Business Days after
receiving such second notice will result in the termination of the right to cure such Monetary Default. The Junior Noteholders
(while the Note B-1 Holder is the Controlling Noteholder) or the Operating Advisor (while the Note B-1 Holder is the Controlling
Noteholder) shall have the right, but not the obligation, to cure such Monetary Default after receiving the first Monetary Default
Notice and until the period ending five (5) Business Days after receiving the second Monetary Default Notice (the “Cure
Period”) and at no other times. At the time a payment is made to cure a Monetary Default as permitted hereunder, the
curing Junior Noteholder(s) (or the Operating Advisor) shall pay or reimburse the Lead Securitization Noteholder for all unreimbursed
Advances (whether or not recoverable with respect to the Lead Securitization Note or any Non-Lead Securitization Note, including
principal and interest advances made with respect to such Non-Lead Securitization Note under the related Non-Lead Securitization
Servicing Agreement), Advance Interest Amounts, any unpaid fees to any Servicer or Non-Lead Servicer specifically provided for
in the Lead Securitization Servicing Agreement and any Additional Servicing Expenses. At any time (while the Note B-1 Holder is


 






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the Controlling Noteholder) the Junior Noteholders or the Operating Advisor believe that a Monetary Default has occurred, the
Junior Noteholders and the Operating Advisor shall have the right (i) to send a written notice to the Servicer requesting written
confirmation as to whether a Monetary Default has occurred and is continuing and, if the Servicer provides any such written confirmation
indicating that a Monetary Default has occurred and is continuing, the Junior Noteholders or the Operating Advisor may proceed
with exercising their cure rights as set forth herein, and (ii) pending its receipt of any written confirmation described in the
foregoing clause (i), to tender a cure payment to the Servicer in the amount it reasonably believes necessary to cure
such potential Monetary Default, which cure payment shall either be (A) in the event a Monetary Default has occurred, retained
and applied to the cure of such Monetary Default in accordance with the terms hereof, or (B) in the event that no Monetary Default
has occurred, returned by the Servicer to the Junior Noteholders or the Operating Advisor, as applicable. If the amount of a cure
payment tendered by the curing Junior Noteholder(s) or the Operating Advisor in accordance with this Section 11(a) is less than
the amount necessary to effect a cure of a Monetary Default, such payment shall not effect a cure, but the Junior Noteholders
or the Operating Advisor may effect a cure if they pay any deficiency within the applicable Cure Period in accordance with this
Section 11(a). If the amount of a cure payment tendered by the Junior Noteholders or the Operating Advisor exceeds the amount
necessary to effect a cure, the Servicer shall return such excess to the Junior Noteholders or the Operating Advisor, as applicable.
The Junior Noteholders or the Operating Advisor (to the extent it is permitted to effect a cure hereunder) shall not be required,
in order to effect a cure hereunder, to pay any default interest or late charges under the Mortgage Loan Documents. So long as
a Monetary Default exists for which a cure payment permitted hereunder is timely made, such Monetary Default shall not be treated
as an Event of Default by the Lead Securitization Noteholder (or any Servicer on its behalf) (including for purposes of (1) the
definition of “Sequential Pay Event,” (2) accelerating the Mortgage Loan, modifying, amending or waiving any provisions
of the Mortgage Loan Documents or commencing proceedings for foreclosure or the taking of title by deed-in-lieu of foreclosure
or other similar legal proceedings with respect to the Mortgaged Property; or (3) treating the Mortgage Loan as a Specially Serviced
Loan); provided that such limitation shall not prevent the Lead Securitization Noteholder (or any Servicer on its behalf)
from collecting default interest or late charges from the Mortgage Loan Borrower. Any amounts advanced by the Junior Noteholders
or the Operating Advisor (to the extent permitted hereunder) to effect any cure shall be reimbursable to the Junior Noteholders
under Section 3 or 4, as applicable.


 


(b)       Notwithstanding
anything to the contrary contained in Section 11(a), the Junior Noteholders and the Operating Advisor shall be limited to a combined
total of six (6) cures of Monetary Defaults, no more than three (3) of which may be consecutive, or Non-Monetary Defaults over
the term of the Mortgage Loan. Additional Cure Periods or additional Non-Monetary Default Cure Periods shall only be permitted
with the consent of the Lead Securitization Noteholder.


 


(c)       No
action taken by the Junior Noteholders (or the Operating Advisor) in accordance with this Agreement to cure any Event of Default
shall excuse performance by the Mortgage Loan Borrower of its obligations under the Mortgage Loan Documents and the Lead Securitization
Noteholder’s and the Non-Lead Securitization Noteholders’ rights under the Mortgage Loan Documents shall not be waived
or prejudiced by virtue of such actions of the Junior Noteholders (or the Operating Advisor) under this Agreement. Subject to
the terms of this


 






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Agreement, the Junior Noteholders shall be subrogated to the Lead Securitization Noteholder’s and the
Non-Lead Securitization Noteholders’ rights to any payment owing to the Lead Securitization Noteholder and the Non-Lead
Securitization Noteholders for which the Junior Noteholders (or the Operating Advisor) make a cure payment as permitted under
this Section 11, but such subrogation rights may not be exercised against the Mortgage Loan Borrower until 91 days after the Senior
Notes is paid in full.


 


(d)       If
an Event of Default (other than a Monetary Default) occurs and is continuing under the Mortgage Loan Documents (a “Non-Monetary
Default”), the Lead Securitization Noteholder (or the Servicer acting on its behalf) shall promptly provide notice to
the Junior Noteholders (while the Note B-1 Holder is the Controlling Noteholder) and the Operating Advisor (while the Note B-1
Holder is the Controlling Noteholder) of such failure (a “Non-Monetary Default Notice”) and the Junior Noteholders
(while the Note B-1 Holder is the Controlling Noteholder) and the Operating Advisor (while the Note B-1 Holder is the Controlling
Noteholder) shall have the right, but not the obligation, to cure such Non-Monetary Default within the same period of time as
the Mortgage Loan Borrower under the Mortgage Loan Documents, without regard for the date of receipt by the Junior Noteholders
(while the Note B-1 Holder is the Controlling Noteholder) or the Operating Advisor (while the Note B-1 Holder is the Controlling
Noteholder) of the related Non-Monetary Default Notice, or in any event, up to 40 days, to cure such Non-Monetary Default; provided,
however, if such Non-Monetary Default is susceptible of cure but cannot reasonably be cured within such period and if curative
action was promptly commenced and is being diligently pursued by the Junior Noteholders (while the Note B-1 Holder is the Controlling
Noteholder) or the Operating Advisor (while the Note B-1 Holder is the Controlling Noteholder), the Junior Noteholders (while
the Note B-1 Holder is the Controlling Noteholder) or the Operating Advisor (while the Note B-1 Holder is the Controlling Noteholder)
shall be given an additional period of time as is reasonably necessary to enable the Junior Noteholders (while the Note B-1 Holder
is the Controlling Noteholder) or the Operating Advisor (while the Note B-1 Holder is the Controlling Noteholder), in the exercise
of due diligence, to cure such Non-Monetary Default for so long as (i) the Junior Noteholders (while the Note B-1 Holder is the
Controlling Noteholder) or the Operating Advisor (while the Note B-1 Holder is the Controlling Noteholder) diligently and expeditiously
proceeds to cure such Non-Monetary Default, (ii) the Junior Noteholders (while the Note B-1 Holder is the Controlling Noteholder)
or the Operating Advisor (while the Note B-1 Holder is the Controlling Noteholder) makes all cure payments that it is permitted
to make in accordance with the terms and provisions of Section 11(a) hereof, (iii) such additional period of time does not exceed
sixty (60) days, (iv) such Non-Monetary Default is not caused by an Insolvency Proceeding and, during such period of time that
the Junior Noteholders (while the Note B-1 Holder is the Controlling Noteholder) or the Operating Advisor (while the Note B-1
Holder is the Controlling Noteholder) have to cure a Non-Monetary Default in accordance with this Section 11(d) (the “Non-Monetary
Default Cure Period”), an Insolvency Proceeding does not occur and (v) during the applicable Non-Monetary Default Cure
Period, there is no material adverse effect on the Mortgage Loan Borrower or the Mortgaged Property or the value of the Mortgage
Loan as a result of such Non-Monetary Default or the attempted cure. The applicable Non-Monetary Default Notice shall contain
a statement in boldface font that the Junior Noteholders’ (while the Note B-1 Holder is the Controlling Noteholder) or the
Operating Advisor’s (while the Note B-1 Holder is the Controlling Noteholder) failure to cure the related Non-Monetary Default
within the applicable Non-Monetary Default Cure Period after receiving


 






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such notice will result in the termination of the right
to cure such Non-Monetary Default. The Junior Noteholders (while the Note B-1 Holder is the Controlling Noteholder) and the Operating
Advisor (while the Note B-1 Holder is the Controlling Noteholder) shall not contact the Mortgage Loan Borrower in order to effect
any cures under Section 11(a) or this Section 11(d) unless it is in conjunction with the Special Servicer or the Junior Noteholders
(while the Note B-1 Holder is the Controlling Noteholder) or the Operating Advisor (while the Note B-1 Holder is the Controlling
Noteholder) have obtained the prior written consent of the Lead Securitization Noteholder (or the Servicer on its behalf).


 


Section
12.        Purchase of the Senior Notes By the Junior Noteholders.  The Junior Noteholders
(or the Operating Advisor acting on their behalf) shall have the right, by written notice to each Senior Noteholder (a “Noteholder
Purchase Notice”), subject to the rights of any Mezzanine Lender to purchase the entire Mortgage Loan in accordance
with the terms of the related intercreditor agreement, delivered at any time an Event of Default under the Mortgage Loan has occurred
and is continuing, to purchase, in immediately available funds, the Senior Notes in whole but not in part at the applicable Defaulted
Mortgage Loan Purchase Price. For the avoidance of doubt, if the Junior Noteholders elect to exercise their right to purchase
a Note pursuant to this Section 12, they must purchase each Senior Note. Upon the delivery of the Noteholder Purchase Notice
to each Senior Noteholder, the Senior Noteholders shall sell (and the Junior Noteholders shall purchase) the Senior Notes for
an aggregate amount equal to the applicable Defaulted Mortgage Loan Purchase Price, on a date (the “Defaulted Note Purchase
Date”) not less than ten (10) and not more than thirty (30) days after the date of receipt of the related Noteholder
Purchase Notice, as shall be established by the Lead Securitization Noteholder. The Noteholder Purchase Notice shall contain a
statement in boldface font that the Junior Noteholders’ failure to purchase each of the Senior Notes on the applicable Defaulted
Note Purchase Date will result in the termination of such right. The Junior Noteholders agree that the sale of the Senior Notes
shall comply with all requirements of the Servicing Agreement and that all costs and expenses related thereto shall be paid by
the Junior Noteholders. The Defaulted Mortgage Loan Purchase Price shall be calculated by the Lead Securitization Noteholder (or
the Servicer on its behalf) three (3) Business Days prior to the Defaulted Note Purchase Date (and such calculation shall be accompanied
by a listing of all amounts included in the Defaulted Mortgage Loan Purchase Price), and shall, absent manifest error, be binding
upon the Junior Noteholders. Concurrently with the payment to each of the Senior Noteholders in immediately available funds of
its respective portion of the applicable Defaulted Mortgage Loan Purchase Price, each of the Senior Noteholders will execute,
at the sole cost and expense of the Junior Noteholders, in favor of the Junior Noteholders assignment documentation which will
assign its Senior Note, and the other Mortgage Loan Documents without recourse, representations or warranties (except that each
Senior Noteholder, shall represent and warrant that it had good and marketable title to, was the sole owner and holder of, and
had power and authority to deliver its Senior Note, free and clear of all liens and encumbrances (other than the interest of the
other Noteholders pursuant to this Agreement)). The right of the Junior Noteholders to purchase the Senior Notes shall automatically
terminate upon a foreclosure sale, sale by power of sale or delivery of a deed in lieu of foreclosure with respect to the Mortgaged
Property (and the Lead Securitization Noteholder (or the Servicer acting on its behalf) shall give the Junior Noteholders ten
(10) days’ notice of its intent with respect to such action). Notwithstanding the foregoing sentence, if title to the Mortgaged
Property is transferred to the Servicer (or other nominee on behalf of the Noteholders) less than ten (10) days after the


 






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acceleration of the Mortgage Loan, the Lead Securitization Noteholder (or the Servicer acting on its behalf) shall notify the
Junior Noteholders of such transfer and the Junior Noteholders shall have fifteen (15) days from the date of such notice
from the Lead Securitization Noteholder (or the Servicer acting on its behalf) to deliver the Noteholder Purchase Notice to the
Senior Noteholders, in which case the Junior Noteholders will be obligated to purchase the Mortgaged Property, in immediately
available funds, within such fifteen (15) days’ at the applicable Defaulted Mortgage Loan Purchase Price.


 


Section
13.       Representations of the Junior Noteholders.   Each Junior Noteholder represents,
and it is specifically understood and agreed, that it is acquiring its Junior Note for its own account in the ordinary course
of its business and no Senior Noteholder shall have any liability or responsibility to any Junior Noteholder except as expressly
provided herein or for actions that are taken or omitted to be taken by such Senior Noteholder that constitute gross negligence
or willful misconduct or that constitute a breach of this Agreement. Each Junior Noteholder represents and warrants that the execution,
delivery and performance of this Agreement is within its corporate powers, has been duly authorized by all necessary corporate
action, and does not contravene its charter or any law or contractual restriction binding upon such Junior Noteholder, and that
this Agreement is the legal, valid and binding obligation of such Junior Noteholder enforceable against such Junior Noteholder
in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium
or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless
of whether such enforceability is considered in a proceeding in equity or at law), and except that the enforcement of rights with
respect to indemnification and contribution obligations may be limited by applicable law. Each Junior Noteholder represents and
warrants that it is duly organized, validly existing, in good standing and possesses of all licenses and authorizations necessary
to carry on its business. Each Junior Noteholder represents and warrants that (a) this Agreement has been duly executed and delivered
by such Junior Noteholder, (b) to such Junior Noteholder’s actual knowledge, all consents, approvals, authorizations, orders
or filings of or with any court or governmental agency or body, if any, required for the execution, delivery and performance of
this Agreement by such Junior Noteholder have been obtained or made and (c) to such Junior Noteholder’s actual knowledge,
there is no pending action, suit or proceeding, arbitration or governmental investigation against such Junior Noteholder, an adverse
outcome of which would materially and adversely affect its performance under this Agreement.


 


Each
Junior Noteholder acknowledges that the Senior Noteholders do not owe any Junior Noteholder any fiduciary duty with respect to
any action taken under the Mortgage Loan Documents and, except as provided herein, need not consult with the Junior Noteholders
with respect to any action taken by the Senior Noteholders in connection with the Mortgage Loan.


 


Each
Junior Noteholder expressly and irrevocably waives for itself and any Person claiming through or under such Junior Noteholder
any and all rights that it may have under Section 1315 of the New York Real Property Actions and Proceedings Law or the provisions
of any similar law which purports to give a junior loan noteholder the right to initiate any loan enforcement or foreclosure proceedings.


 






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Section
14.       Representations of the Senior Noteholders. Each Senior Noteholder represents
and warrants that the execution, delivery and performance of this Agreement is within its corporate powers, has been duly authorized
by all necessary corporate action, and does not contravene such Senior Noteholder’s charter or any law or contractual restriction
binding upon such Senior Noteholder, and that this Agreement is the legal, valid and binding obligation of such Senior Noteholder
enforceable against such Senior Noteholder in accordance with its terms. Each Senior Noteholder represents and warrants that it
is duly organized, validly existing, in good standing and possession of all licenses and authorizations necessary to carry on
its business. Each Senior Noteholder represents and warrants that (a) this Agreement has been duly executed and delivered
by such Senior Noteholder, (b) to such Senior Noteholder’s actual knowledge, all consents, approvals, authorizations,
orders or filings of or with any court or governmental agency or body, if any, required for the execution, delivery and performance
of this Agreement by such Senior Noteholder has been obtained or made and (c) to such Senior Noteholder’s actual knowledge,
there is no pending action, suit or proceeding, arbitration or governmental investigation against such Senior Noteholder, an adverse
outcome of which would materially and adversely affect its performance under this Agreement.


 


Section
15.       Independent Analysis of the Junior Noteholders and the Senior Noteholders. Each
Junior Noteholder acknowledges that it has, independently and without reliance upon any Senior Noteholder, except with respect
to the representations and warranties provided by the Senior Noteholders herein, and based on such documents and information as
it has deemed appropriate, made its own credit analysis and decision to originate its Junior Note and such Junior Noteholder accepts
responsibility therefor. Each Junior Noteholder hereby acknowledges that, other than the representations and warranties provided
herein, the other Noteholders have not made any representations or warranties with respect to the Mortgage Loan, and that the
other Noteholders shall not have any responsibility for (i) the collectibility of the Mortgage Loan, (ii) the validity, enforceability
or legal effect of any of the Mortgage Loan Documents or the title insurance policy or policies or any survey furnished or to
be furnished to the Noteholders in connection with the origination of the Mortgage Loan, (iii) the validity, sufficiency or effectiveness
of the lien created or to be created by the Mortgage Loan Documents, or (iv) the financial condition of the Mortgage Loan Borrower,
the Guarantor or any of their Affiliates. Each Junior Noteholder assumes all risk of loss in connection with its Junior Note except
as specifically set forth herein.


 


Each
Senior Noteholder acknowledges that it has, independently and without reliance upon any other Noteholder, except with respect
to the representations and warranties provided by such other Noteholders herein, and based on such documents and information as
it has deemed appropriate, made its own credit analysis and decision to originate its Senior Note and such Senior Noteholder accepts
responsibility therefor. Each Senior Noteholder hereby acknowledges that, other than the representations and warranties provided
herein, the other Noteholders have not made any representations or warranties with respect to the Mortgage Loan, and that the
other Noteholders shall not have any responsibility for (i) the collectibility of the Mortgage Loan, (ii) the validity, enforceability
or legal effect of any of the Mortgage Loan Documents or the title insurance policy or policies or any survey furnished or to
be furnished to the Noteholders in connection with the origination of the Mortgage Loan, (iii) the validity, sufficiency or effectiveness
of the lien created or to be created by the Mortgage Loan Documents, or (iv) the financial condition of the Mortgage Loan Borrower,
the Guarantor or any


 






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of their Affiliates. Each Senior Noteholder assumes all risk of loss in connection with its Senior Note except
as specifically set forth herein.


 


Section
16.       No Creation of a Partnership. Nothing contained in this Agreement, and no action
taken pursuant hereto shall be deemed to constitute the relationship created hereby between or among any of the Noteholders as
a partnership, association, joint venture or other entity.


 


Section
17.       Not a Security. The Junior Notes shall not be deemed to be securities within
the meaning of the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.


 


Section
18.       Other Business Activities of the Noteholders. Each Junior Noteholder acknowledges
that any Senior Noteholder or its Affiliates may make loans or otherwise extend credit to, and generally engage in any kind of
business with, the Mortgage Loan Borrower or any direct or indirect parent or Affiliate thereof, any property manager, any Accelerated
Mezzanine Loan Lender or any Affiliate thereof, or any Person that is a holder of a preferred equity interest in the Mortgage
Loan Borrower, any principal thereof or any Affiliate thereof (the Mortgage Loan Borrower and such other Persons, each, a
“Mortgage Loan Borrower Related Party”), and receive payments on such other loans or extensions of credit
to the Mortgage Loan Borrower or such other Persons and otherwise act with respect thereto freely and without accountability in
the same manner as if this Agreement and the transactions contemplated hereby were not in effect.


 


Section
19.         Sale of the Notes.


 





(a)
Each Junior Noteholder agrees that it will not Transfer its Junior Note or any portion thereof or interest therein without the
Senior Noteholders’ prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, provided,
that (i) each Junior Noteholder shall have the right to Transfer its Junior Note or any portion thereof or interest therein to
a Qualified Institutional Lender (a “Transferee”) without obtaining the Senior Noteholders’ prior written consent,
provided, that, promptly after such Transfer, each Senior Noteholder is provided with (A) other than in connection with a Transfer
of a participation interest as described in Section 19(c), a representation from the applicable Transferee certifying that such
Transferee is a Qualified Institutional Lender, (B) other than in connection with a Transfer of a participation interest as described
in Section 19(c), a copy of an assignment and assumption agreement whereby the Transferee assumes all (or a ratable portion, as
the case may be) of the obligations of the Transferring Junior Noteholder hereunder with respect to the applicable Junior Note
thereafter accruing and agrees to be bound by the terms of this Agreement and (C) a representation that such Transfer would not
cause the Junior Notes to be directly held by more than five Persons or cause there to be no one Person directly owning a majority
of the Junior Notes, (ii) after a Securitization, if a Junior Noteholder wants to Transfer its Junior Note or any portion thereof
or interest therein to any Person that is not a Qualified Institutional Lender, no consent of the Senior Noteholders shall be
required, but such Junior Noteholder shall first obtain (and deliver to the Senior Noteholders) a Rating Agency Confirmation from
each Rating Agency and (iii) a Junior Noteholder may not Transfer its Junior Note to any Prohibited Entity and a Junior Noteholder
may not Transfer more than a 49% interest (in the aggregate) in


 




 



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its
Junior Note to any Prohibited Entities. Notwithstanding the foregoing, without the Senior Noteholders’ prior consent, which
may be withheld in the Senior Noteholders’ sole discretion, a Junior Noteholder shall not Transfer its Junior Note or any
portion thereof or interest therein to any Mortgage Loan Borrower Related Party and any such Transfer shall be absolutely null
and void and shall vest no rights in the purported Transferee. Each Junior Noteholder agrees that it will pay the reasonable documented
costs and expenses of the Senior Noteholders (including all costs and expenses of the Master Servicer and the Special Servicer)
in connection with any Transfer by such Junior Noteholder.


 


(b)
    Notwithstanding the foregoing, any Junior Noteholder shall have the right, without the need to obtain
the consent of the Senior Noteholders or any other Person, to Transfer 49% or less (in the aggregate) of its interest in its Junior
Note to a Person that has no direct rights with respect to, or direct or indirect control of, its Junior Note; provided,
that no Junior Noteholder shall Transfer any Junior Note or any portion thereof or interest therein to any Mortgage Loan Borrower
Related Party and any such Transfer shall be void ab initio, absolutely null and void and shall vest no rights in the purported
Transferee, and provided, further that such Transfer would not cause the Junior Notes to be directly held by more
than five Persons or cause there to be no one Person directly owning a majority of the Junior Notes and no Junior Noteholder shall
Transfer more than a 49% interest (in the aggregate) in any Junior Note to any Prohibited Entities. All Transfers of any Junior
Note or a portion thereof under Section 19(a) or (b), other than a Transfer of a participation interest described in Section 19(c),
shall be made upon written notice to the Senior Noteholders not later than the date of such Transfer, and each applicable Transferee
shall (i) execute an assignment and assumption agreement whereby such Transferee assumes all or a ratable portion, as the case
may be, of the obligations of the Transferring Junior Noteholder hereunder with respect to the related Junior Note or the applicable
portion thereof from and after the date and time of such assignment (or, for purposes of clarification in the case of a Pledge
in accordance with Section 19(e) by any Junior Noteholder of its Junior Note solely as security in connection with a credit or
repurchase facility extended to such Junior Noteholder by a Note Pledgee whereby such Junior Noteholder remains fully liable under
this Agreement, on or before the date on which such Note Pledgee succeeds to the rights of such Junior Noteholder by foreclosure
or otherwise, such Note Pledgee executes an assumption agreement pursuant to which such Note Pledgee shall be bound by the terms
and provisions of this Agreement and the obligations of the related Junior Noteholder hereunder) and (ii) agree in writing to
be bound by the Servicing Agreement, unless the Servicing Agreement is not then in effect with respect to the Mortgage Loan, in
which event the parties will enter into or agree to be bound by any replacement servicing agreement therefor in accordance with
the provisions hereof. Upon the consummation of a Transfer of any Junior Note or any portion thereof or interest therein in accordance
with this Agreement, the Transferring Person shall be released from all liability under this Agreement with respect to such Junior
Note (or the portion thereof or interest therein that was the subject of such Transfer) accruing after the effective date and
time of such Transfer (it being understood and agreed that the foregoing release shall not apply in the case of a Transfer of
a participation interest in a Junior Note as described in Section 19(c) below). If the Junior Notes are directly held by more
than one Person at any time (whether as of the date hereof or upon any Transfer of a portion of (or a partial interest in) any
Junior Note in accordance with Section 19(a) or Section 19(b)), the Person(s) directly holding a majority of the Junior Note Principal
Balance shall appoint a representative of the Junior Noteholders (a “Junior Noteholder Representative”) and
deliver a written notice thereof to each Senior Noteholder  





 






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(which notice shall provide the name, mailing address, email address,
telephone number and facsimile number of the applicable Junior Noteholder Representative) (it being understood and agreed that
each Senior Noteholder shall be entitled to rely upon such notice without independent investigation). The Junior Noteholder Representative
shall have the sole right to receive any notices and other communications which are required to be given (or which may be given)
to the Junior Noteholders under this Agreement and shall be the only Person authorized hereunder to exercise the rights and powers
of the Junior Noteholders under this Agreement (including, without limitation, any rights or powers of the Junior Noteholders
under Section 5); provided, however, that the Persons directly holding a majority of the Junior Note Principal Balance
may from time to time designate a different Person as the Junior Noteholder Representative by delivering a written notice thereof
to each Senior Noteholder (which notice shall provide the name, mailing address, email address, telephone number and facsimile
number of such replacement Junior Noteholder Representative) (it being understood and agreed that each Senior Noteholder shall
be entitled to rely upon such notice without independent investigation). Notwithstanding anything to the contrary contained herein,
each Person holding an interest in any of the Junior Notes shall be deemed to be a Junior Noteholder for purposes of the rights
and restrictions contained in Section 19(a) and this Section 19(b), and shall be subject to the rights and restrictions
thereof with respect to such Person’s interest in any Junior Note.


 


(c)       In
the case of a Transfer of a participation interest in a Note, (i) the related Noteholder’s obligations under this Agreement
shall remain unchanged, (ii) such Noteholder shall remain solely responsible for the performance of such obligations, (iii) each
other Noteholder and any Persons acting on its behalf shall continue to deal solely and directly with such Noteholder in connection
with such Noteholder’s rights and obligations under this Agreement and the Servicing Agreement, and (iv) all amounts payable
hereunder shall be determined as if such Noteholder had not sold, assigned, transferred or otherwise disposed of such participation
interest; provided, however, that if the applicable participant is a Qualified Institutional Lender (and such Qualified
Institutional Lender delivers a representation to the other Noteholders certifying and confirming its status as a Qualified Institutional
Lender), such Noteholder, by written notice to the other Noteholders, may delegate to such participant its right (if any) to exercise
the rights of the Controlling Noteholder hereunder and under the Servicing Agreement; provided, further, however,
that upon the occurrence of a Control Appraisal Period with respect to the Junior Notes (including a Control Appraisal Period
that is deemed to have occurred as a result of any Mortgage Loan Borrower Related Party holding an interest in any Junior Note
or the existence of any circumstances that would otherwise permit any Mortgage Loan Borrower Related Party to exercise the rights
of the Note B-1 Holder as Controlling Noteholder), the aforesaid delegation of rights shall terminate and be of no further force
and effect.


 


(d)       Each
Senior Noteholder agrees that it will not Transfer its Note or any portion thereof except to a
Qualified Institutional Lender in accordance with the terms of this Agreement or as otherwise permitted under this Agreement.
In connection with any such Transfer, the Transferee hereby makes each of the representations and warranties contained in Section
14 of this Agreement (except that (1) if applicable, such Transferee makes such representations and warranties only with
respect to the portion of the Note it is acquiring and (2) with respect to such representations and warranties that relate to
the execution and delivery of this Agreement, such representations and warranties shall be deemed to refer to the execution


 






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and
delivery of each document or instrument by which such Person assumed its obligations under this Agreement) and
hereby represents that it is a Qualified Institutional Lender. If a Senior Noteholder intends to Transfer its Note (a “Transferring
Senior Noteholder”) or any portion thereof to a Person that is not a Qualified Institutional Lender, it must first obtain
the consent of each other Senior Noteholder and, if any such non-Transferring Senior Noteholder’s Note or any portion thereof
is held in a Securitization Trust, a Rating Agency Confirmation with respect to the related Securitization;
provided that upon receipt of consent or Rating Agency Confirmation (as required above), such Transferee shall be deemed to be
a “Qualified Institutional Lender” for purposes of this Agreement. Notwithstanding the foregoing, without each
non-Transferring Senior Noteholder’s prior consent, and, if any such non-Transferring Senior Noteholder’s Note or
any portion thereof is held in a Securitization Trust, without a Rating Agency Confirmation with respect to the related Securitization,
no Senior Noteholder shall Transfer its Note or any portion thereof (or a participation interest in such Note) to any Mortgage
Loan Borrower Related Party and any such Transfer shall be absolutely null and void and shall vest no rights in the purported
Transferee. The Transferring Senior Noteholder agrees that, in connection with any Transfer that requires the consent of any non-Transferring
Senior Noteholder or a Rating Agency Confirmation, it shall pay the costs and expenses of each non-Transferring Senior Noteholder
(including all costs and expenses of each master servicer, special servicer and trustee with respect to each applicable Securitization)
and all costs and expenses relating to each applicable Rating Agency Confirmation. Notwithstanding the foregoing, a Senior Noteholder
shall have the right, without the need to obtain the consent of any other Senior Noteholder or any other Person or any Rating
Agency Confirmation, to Transfer 49% or less (in the aggregate) of its interest in its Note to any Person that is not a Mortgage
Loan Borrower Related Party. None of the provisions of this Section 19(d) shall apply in connection with (i) the
Transfer of all or any portion of any Senior Note to the Depositor for a Securitization of all or any portion of such Note, (ii)
a sale of all of the Senior Notes in accordance with the terms and conditions of the Lead Securitization Servicing Agreement,
(iii) a Transfer by the Special Servicer, in accordance with the terms of the Lead Securitization
Servicing Agreement, of the Senior Notes or the Mortgaged Properties upon the Mortgage Loan becoming a Defaulted Mortgage Loan
(pursuant to the terms of the Lead Securitization Agreement) or (iv) any issuance of certificates in connection with any
Securitization or any purchase or sale of such certificates.


 





(e)
       Notwithstanding any other provision hereof, any Noteholder may pledge (a “Pledge”)
its Note to any entity (other than the Mortgage Loan Borrower or any Affiliate thereof) which has extended a credit or repurchase
facility to such Noteholder and that is either a Qualified Institutional Lender or a financial institution whose long-term unsecured
debt is rated at least “A” (or the equivalent) or better by each Rating Agency (a “Note Pledgee”),
on terms and conditions set forth in this Section 19(e), it being further agreed that a financing provided by a Note Pledgee to
a Noteholder or any Person which Controls such Noteholder that is secured by such Noteholder’s interest in the applicable
Note and is structured as a repurchase arrangement, shall qualify as a “Pledge” hereunder, provided that (i)
a Note Pledgee which is not a Qualified Institutional Lender may not take title to the pledged Note without (A) prior to a Securitization,
the consent of each other Noteholder and (B) after a Securitization, a Rating Agency Confirmation and (ii) a Note Pledgee which
is a Prohibited Entity may not take title to the pledged Note or more than a 49% interest in the pledged Note. Upon written notice
by the pledging Noteholder to the other Noteholders and any Servicer that a Pledge has been effected (which notice shall provide
the name, mailing address, email address, telephone number and 





 






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facsimile number of the applicable Note Pledgee), each of the other Noteholders agrees to acknowledge
receipt of such notice and thereafter agrees: (1) to give the applicable Note Pledgee written notice of any default by the
pledging Noteholder in respect of its obligations under this Agreement of which default such Noteholder has actual knowledge;
(2) to allow such Note Pledgee a period of ten (10) days to cure a default by the pledging Noteholder in respect of
its obligations to the other Noteholder hereunder, but such Note Pledgee shall not be obligated to cure any such default; (3) that
no amendment or modification of this Agreement which adversely affects the rights or obligations of the pledging Noteholder, and
no waiver or termination of this Agreement, shall be effective against such Note Pledgee without the written consent of such Note
Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed; (4) that, if applicable, such other Noteholder
shall give to such Note Pledgee copies of any Monetary Default Notice or Non-Monetary Default Notice simultaneously with the giving
of same to the pledging Noteholder and accept any cure of the applicable Event of Default by such Note Pledgee in accordance with
the provisions of Section 11 which such pledging Noteholder has the right (but not the obligation) to effect in accordance with
the provisions of Section 11, as if such cure were made by such pledging Noteholder; (5) that such other Noteholder shall
deliver to such Note Pledgee such estoppel certificate(s) as such Note Pledgee shall reasonably request, provided that
any such estoppel certificate(s) shall be in a form reasonably satisfactory to such other Noteholder; and (6) that, upon
written notice (a “Redirection Notice”) to the other Noteholders and any Servicer by such Note Pledgee that
the pledging Noteholder is in default, beyond any applicable cure periods, under the pledging Noteholder’s obligations to
such Note Pledgee pursuant to the applicable credit agreement between the pledging Noteholder and such Note Pledgee (which notice
need not be joined in or confirmed by the pledging Noteholder), and until such Redirection Notice is withdrawn or rescinded in
writing by such Note Pledgee, such Note Pledgee shall be entitled to receive any payments that any other Noteholder or Servicer
would otherwise be obligated to pay to the pledging Noteholder from time to time pursuant to this Agreement or the Servicing Agreement.
Any pledging Noteholder hereby unconditionally and absolutely releases the other Noteholders and any Servicer from any liability
to such pledging Noteholder on account of any other Noteholder’s or Servicer’s compliance with any Redirection Notice
believed (without any duty of inquiry of any kind) by any such other Noteholder or any Servicer to have been delivered by such
pledging Noteholder’s Note Pledgee. Any Note Pledgee shall be permitted to fully exercise its rights and remedies against
the applicable pledging Noteholder (and accept an assignment in lieu of foreclosure as to the applicable collateral), in accordance
with applicable law and this Agreement. In such event, the other (non-pledging) Noteholders and any Servicer shall recognize such
Note Pledgee (and any assignee or Transferee (other than the Mortgage Loan Borrower or any Affiliate thereof) which is also a
Qualified Institutional Lender at any foreclosure or similar sale held by such Note Pledgee or any transfer in lieu of foreclosure)
and its successors and assigns, as the successor to the pledging Noteholder’s rights, remedies and obligations under this
Agreement, and any such Note Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging
Noteholder hereunder accruing from and after the date and time of such Transfer (i.e., realization upon the applicable collateral
by such Note Pledgee) and agrees to be bound by the terms and provisions of this Agreement. The rights of a Note Pledgee under
this Section 19(e) shall remain effective as to any Noteholder (and any Servicer) unless and until such Note Pledgee shall
have notified any such Noteholder (and any Servicer, as applicable) in writing that its interest in the pledged Note has terminated.


 






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(f)       Notwithstanding
any provisions herein to the contrary, if a conduit (“Conduit”) which is not a Qualified Institutional Lender
provides financing to a Noteholder, then such Noteholder shall have the right to grant a security interest in its Note to such
Conduit notwithstanding that such Conduit is not a Qualified Institutional Lender, if the following conditions are satisfied:


 


(i)       The
loan (the “Conduit Inventory Loan”) made by the Conduit to such Noteholder to finance the acquisition and holding
of its Note will require a third party (the “Conduit Credit Enhancer”) to provide credit enhancement;


 


(ii)      The
Conduit Credit Enhancer and conduit manager (if Moody’s rates a Securitization) will each be a Qualified Institutional Lender;


 


(iii)      Such
Noteholder will pledge (or sell, transfer or assign as part of a repurchase facility) its interest in the applicable Note to the
Conduit as collateral for the Conduit Inventory Loan;


 


(iv)     The
Conduit Credit Enhancer and the Conduit will agree that, if such Noteholder defaults under the Conduit Inventory Loan, or if the
Conduit is unable to refinance its outstanding commercial paper even if there is no default by such Noteholder, the Conduit Credit
Enhancer will purchase the Conduit Inventory Loan from the Conduit, and the Conduit will assign the pledge of such Noteholder’s
Note (or all of its rights and obligations in connection with the applicable repurchase facility with respect thereto) to the
Conduit Credit Enhancer; and


 


(v)      Unless
the Conduit is in fact then a Qualified Institutional Lender, the Conduit will not, without obtaining the consent of each other
Noteholder and, following a Securitization, a Rating Agency Confirmation, have any greater right to acquire the interests in the
Note pledged (or sold, transferred or assigned as party of a repurchase facility) by such Noteholder, by foreclosure or otherwise,
than would any other purchaser that is not a Qualified Institutional Lender at a foreclosure sale conducted by a Note Pledgee.


 


(g)      Notwithstanding
anything to the contrary herein, (A) each Apollo Holder shall be permitted to Transfer all or any portion of the its Junior Note
to any trust account established by such Apollo Holder in connection with any reinsurance transaction entered into between such
Apollo Holder and the beneficiary of such trust account or to the beneficiary of any such trust account, in each case, without
the consent of Senior Noteholder or any other Noteholder, and in each case, the provisions of this Section 19 shall not apply
to any such Transfer, provided that upon such Transfer, such Apollo Holder continues to own and control such Junior Note or portion
thereof, as applicable, and, upon such Transfer, if an Apollo Holder would no longer own or control such Junior Note or portion
thereof, then the provisions of this Section 19 shall be applicable to such Transfer.


 


Section
20.        Registration of Transfer. In connection with any Transfer of a Note (but,
for purposes of clarification, excluding any Pledge unless and until the applicable Note Pledgee realizes on the Note pledged
in connection therewith), the applicable transferee


 






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hereby agrees to assume all of the obligations of the applicable Noteholder
hereunder with respect to such Note thereafter accruing and agrees to be bound by the terms of this Agreement, including the restriction
on Transfers set forth in Section 19, from and after the date and time of such Transfer. No Transfer of a Note may be made unless
it is registered on the Note Register, and the Agent shall not recognize any attempted or purported Transfer of any Note in violation
of the provisions of Section 19 or this Section 20. Any such purported Transfer shall be absolutely null and void and shall
vest no rights in the purported Transferee. Each Noteholder desiring to effect a Transfer shall, and does hereby agree to, indemnify
the Agent and each other Noteholder against any liability that may result if such Transfer is not made in accordance with the
provisions of this Agreement. Upon a Securitization of the Lead Securitization Note, the Certificate Administrator (or, if there
is no Certificate Administrator, the Trustee) shall automatically become and be the Agent.


 


Section
21.        Registration of the Notes. The Agent shall keep or cause to be kept at
the Agent Office books (the “Note Register”) for the registration and Transfer of the Notes. The Agent shall
serve as the initial Note registrar and the Agent hereby accepts such appointment. The names and addresses of the holders of the
Notes and the names and addresses of any Transferee of any Note of which the Agent has received notice referred to in Section
20, shall be registered in the Note Register. The Person in whose name a Note is so registered shall be deemed and treated as
the sole owner and holder thereof for all purposes of this Agreement, except in the case of any Initial Noteholder who may hold
its Note through a nominee. Upon request of a Noteholder, the Agent shall provide such Noteholder with the names and addresses
of the other Noteholders. To the extent another Person is appointed as the Agent, each of the Noteholders hereby designates such
Person as its agent under Section 20 and this Section 21 solely for purposes of maintaining the Note Register.


 


Section
22.        No Pledge. This Agreement shall not be deemed to represent a pledge of
any interest in the Mortgage Loan by the Senior Noteholders to the Junior Noteholders. Except as otherwise provided in this Agreement
and the Servicing Agreement, the Junior Noteholders shall not have any interest in any property taken as security for the Mortgage
Loan, provided, however, that if any such property or the proceeds of any sale, lease or other disposition thereof
shall be received, then the Junior Noteholders shall be entitled to receive their share of such application in accordance with
the terms of this Agreement and/or the Servicing Agreement.


 


Section
23.        Cooperation in Securitization.


 


(a)       Each
Noteholder acknowledges that any Senior Noteholder may elect, in its sole discretion, and at its sole cost and expense, to include
its respective Senior Note in a Securitization. In connection with a Securitization and subject to the terms of the preceding
sentence, (x) at the request of the securitizing Noteholder, each non-securitizing Noteholder shall use reasonable efforts, at
the securitizing Noteholder’s expense, to satisfy, and to cooperate with the securitizing Noteholder in attempting to cause
the Mortgage Loan Borrower to satisfy, the market standards to which such securitizing Noteholder customarily adheres or which
may be reasonably required in the marketplace or by the Rating Agencies in connection with the applicable Securitization, including,
entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate
with the


 






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securitizing Noteholder in attempting to cause the Mortgage Loan Borrower to execute such modifications to the Mortgage
Loan Documents, in any such case, as may be reasonably requested by the Rating Agencies to effect such Securitization; provided,
however, that no non-securitizing Noteholder shall be required to modify or amend this Agreement or any Mortgage Loan Documents
(or consent to such modification, as applicable) in connection therewith, if such modification or amendment would (i) change the
interest allocable to, or the amount of any payments due to or priority of such payments, such Noteholder or (ii) increase such
Noteholder’s obligations (other than to an immaterial extent) or decrease such Noteholder’s rights, remedies or protections
(other than to an immaterial extent). In connection with a Securitization, each non-securitizing Noteholder shall, at the sole
cost and expense of the securitizing Noteholder, provide for inclusion in any disclosure document relating to the related Securitization
such information concerning such non-securitizing Noteholder and the other Notes as the securitizing Noteholder reasonably determines
to be necessary or appropriate; and (y) each non-securitizing Noteholder shall cooperate, at the sole cost and expense of the
securitizing Noteholder, with the reasonable requests of each Rating Agency and the securitizing Noteholder in connection with
a Securitization, as well as in connection with all other matters and the preparation of any offering documents relating thereto
and to review and respond reasonably promptly with respect to any information relating to it and the other Notes in any Securitization
document. Each Noteholder acknowledges that any information provided by it to a securitizing Noteholder may be incorporated into
the offering documents for a Securitization. Each securitizing Noteholder and each Rating Agency shall be entitled to rely on
the information supplied by, or on behalf of, the non-securitizing Noteholders.


 


(b)       A
securitizing Noteholder may, at its election, deliver to the other Noteholders drafts of the preliminary and final prospectus,
drafts of the preliminary and final offering memoranda and any other disclosure documents and the servicing agreement at such
time as it deems necessary or appropriate in connection with the Securitization of the related Note. Each of the non-securitizing
Noteholders may, at its election, review and comment thereon insofar as it relates to such non-securitizing Noteholder or its
Note, and, if such non-securitizing Noteholder elects to review and comment, such non-securitizing Noteholder shall review and
comment thereon as soon as possible but in no event later than two (2) Business Days of its receipt thereof, and if such non-securitizing
Noteholder fails to respond within such time, such non-securitizing Noteholder shall be deemed to have elected to not comment
thereon, provided that if such non-securitizing Noteholder elects to review and comment, any such review and comments with
respect to the final draft distributed in connection with the preparation of the preliminary and final prospectus for printing
shall be made no later than the time requested in the e-mail containing such final draft
and if such non-securitizing Noteholder fails to respond by such time period (or, prior to the
expiration of such time period, request additional time from the securitizing Noteholder),
such non-securitizing Noteholder shall be deemed to have elected to not comment thereon. In the event of any disagreement between
the securitizing Noteholder and such non-securitizing Noteholder with respect to the preliminary and final offering memoranda,
prospectus supplement, free writing prospectus or any other disclosure documents the securitizing Noteholder’s determination
shall control. A non-securitizing Noteholder has no obligation and shall have no liability with respect to any such offering documents
other than the accuracy of any comments it elects to make or refrain from making, regarding itself or its Note.


 






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(c)       Notwithstanding
anything herein to the contrary, the Senior Noteholders acknowledge and agree that (i) the Junior Noteholders shall not be required
to incur any out-of-pocket costs and expenses in connection with a Securitization of any Senior Note or any portion thereof and
(ii) if applicable, no Junior Noteholder shall be required to disclose any of the beneficial owners of a managed account on behalf
of which it holds the Junior Note.


 


(d)       If
a Non-Lead Securitization Note becomes the subject of an Asset Review pursuant to the related Non-Lead Securitization Servicing
Agreement, the Master Servicer, the Special Servicer, the Trustee and the Custodian shall reasonably cooperate at the Non-Lead
Securitization Noteholder’s cost and expense, with the applicable Non-Lead Asset Representations Reviewer in connection
with such Asset Review by providing such Non-Lead Asset Representations Reviewer with any documents reasonably requested by such
Non-Lead Asset Representations Reviewer, but only to the extent that such documents are in the possession of the Master Servicer,
the Special Servicer, the Trustee or the Custodian, as the case may be, and are not in the possession of the Non-Lead Asset Representations
Reviewer (and the Non-Lead Asset Representations Reviewer has informed such party that it has first requested, and not received,
the documents from the master servicer, special servicer, trustee and custodian for the applicable Non-Lead Securitization).


 


Section
24.        Governing Law; Waiver of Jury Trial. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY
OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES TO THIS AGREEMENT, AND/OR THE INTERPRETATION
AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES TO THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. EACH OF THE PARTIES
HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING
TO THIS AGREEMENT.


 


Section
25.        Submission To Jurisdiction; Waivers. Each party hereto hereby irrevocably
and unconditionally:


 


(a)       SUBMITS
FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT, OR FOR RECOGNITION AND ENFORCEMENT OF
ANY JUDGMENT IN RESPECT THEREOF, TO THE NON-EXCLUSIVE GENERAL JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK, THE FEDERAL
COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND APPELLATE COURTS FROM ANY THEREOF;


 


(b)       CONSENTS
THAT ANY SUCH ACTION OR PROCEEDING MAY BE BROUGHT IN SUCH COURTS AND, TO THE EXTENT PERMITTED BY LAW, WAIVES ANY OBJECTION THAT
IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING
WAS BROUGHT IN AN INCONVENIENT COURT AND AGREES NOT TO PLEAD OR CLAIM THE SAME;


 






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(c)       AGREES
THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING MAY BE EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED
MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO ITS ADDRESS SET FORTH HEREIN OR AT SUCH OTHER ADDRESS OF
WHICH A PARTY HEREIN SHALL HAVE BEEN NOTIFIED; AND


 


(d)       AGREES
THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE
RIGHT TO SUE IN ANY OTHER JURISDICTION.


 


Section
26.        Modifications. This Agreement shall not be modified, cancelled or terminated
except by an instrument in writing signed by the parties hereto provided that for so long as any Note is contained in a Securitization
Trust, the Noteholders shall not amend or modify this Agreement without Rating Agency Confirmation from each Rating Agency then
rating any securities in any Securitization; provided that Rating Agency Confirmation shall not be required in connection with
any modification (i) to cure any ambiguity, to correct or supplement any provisions herein that may be defective or inconsistent
with any other provisions herein or with the Lead Securitization Servicing Agreement or (ii) with respect to matters or questions
arising under this Agreement to make provisions of this Agreement consistent with other provisions of this Agreement (including
without limitation, in connection with the creation of New Notes pursuant to Section 39).


 


Section
27.        Successors and Assigns; Third Party Beneficiaries. This Agreement shall
inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. Except as
provided herein, none of the provisions of this Agreement shall be for the benefit of or enforceable by any Person not a party
hereto. Subject to Section 19 and Section 20, each Noteholder may assign its rights or obligations under this Agreement. Upon
any such assignment, the assignee shall be entitled to all rights and benefits of the applicable Senior Noteholder or Junior Noteholder,
as the case may be, hereunder, including, without limitation, the right to make further assignments and sever
and resize its respective Note (as permitted pursuant to Section 39 below).


 


Section
28.         Counterparts; Facsimile Execution.


 


(a)       The
words “delivery,” “execute,” “execution,” “signed,” “signature,” and
words of like import in any document executed in connection herewith shall be deemed to include electronic signatures, the electronic
matching of assignment terms and contract formations on electronic platforms, or the keeping of records in electronic form, each
of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof
or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Law,
including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and
Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided, that, notwithstanding
anything contained herein to the contrary, the parties hereto are under no obligation to agree to accept electronic signatures
in any form or in any format unless expressly agreed to by the parties hereto pursuant to procedures approved by the parties hereto;


 






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provided, further, that, without limiting the foregoing, upon the request of the either party hereto, any electronic signature
shall be promptly followed by such manually executed counterpart.


 


(b)       This
Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute
an original, but all of which when taken together shall constitute a single contract. This Agreement constitutes the entire contract
among the parties relating to the subject matter hereof and supersedes any and all previous agreements and understandings, oral
or written, relating to the subject matter hereof. This Agreement shall become effective when it shall have been executed by the
parties hereto and when the parties hereto shall have received counterparts hereof that, when taken together, bear the signatures
of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by fax transmission
or e-mail transmission (e.g. “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart
of this Agreement. Without limiting the foregoing, to the extent a manually executed counterpart is not specifically required
to be delivered under the terms of this Agreement, upon the request of any party, such fax transmission or e-mail transmission
shall be promptly followed by such manually executed counterpart.


 


Section
29.        Captions. The titles and headings of the paragraphs of this Agreement have
been inserted for convenience of reference only and are not intended to summarize or otherwise describe the subject matter of
the paragraphs and shall not be given any consideration in the construction of this Agreement.


 


Section
30.        Severability. Wherever possible, each provision of this Agreement shall
be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall
be prohibited by or invalid under applicable laws, such provision shall be ineffective to the extent of such prohibition or invalidity,
without invalidating the remainder of such provision or the remaining provisions of this Agreement.


 


Section
31.       Entire Agreement. This Agreement constitutes the entire agreement among the parties
hereto with respect to the subject matter contained in this Agreement and supersedes all prior agreements, understandings and
negotiations between the parties.


 


Section
32.       Withholding Taxes.


 


(a)       If
the Lead Securitization Noteholder or the Mortgage Loan Borrower shall be required by law to deduct and withhold Taxes from interest,
fees or other amounts payable to any Noteholder with respect to the Mortgage Loan as a result of such Noteholder constituting
a Non-Exempt Person, the Lead Securitization Noteholder, in its capacity as servicer (or the Servicer on behalf of the Lead Securitization
Noteholder), shall be entitled to do so with respect to such other Noteholder’s interest in such payment (all withheld amounts
being deemed paid to such other Noteholder), provided that the Lead Securitization Noteholder (or the Servicer on its behalf)
shall furnish such other Noteholder with a statement setting forth the amount of Taxes withheld, the applicable rate and other
information which may reasonably be requested for purposes of assisting such other Noteholder to seek any allowable credits or
deductions for the Taxes so withheld in each jurisdiction in which such other Noteholder is subject to tax.


 






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(b)       Each
other Noteholder (to the extent it is not the same entity as the Lead Securitization Noteholder) shall and hereby agrees to indemnify
the Lead Securitization Noteholder against and hold the Lead Securitization Noteholder harmless from and against any Taxes, interest,
penalties and attorneys’ fees and disbursements arising or resulting from any failure of the Lead Securitization Noteholder
(or the Servicer on its behalf) to withhold Taxes from payment made to such other Noteholder in reliance upon any representation,
certificate, statement, document or instrument made or provided by such other Noteholder to the Lead Securitization Noteholder
in connection with the obligation of the Lead Securitization Noteholder to withhold Taxes from payments made to such other Noteholder,
it being expressly understood and agreed that (i) the Lead Securitization Noteholder shall be absolutely and unconditionally entitled
to accept any such representation, certificate, statement, document or instrument as being true and correct in all respects and
to fully rely thereon without any obligation or responsibility to investigate or to make any inquiries with respect to the accuracy,
veracity, correctness or validity of the same and (ii) such other Noteholder shall, upon request of the Lead Securitization Noteholder
and at its sole cost and expense, defend any claim or action relating to the foregoing indemnification using counsel selected
by the Lead Securitization Noteholder.


 


(c)       Each
Noteholder (to the extent it is not the same entity as the Lead Securitization Noteholder) represents to the Lead Securitization
Noteholder (for the benefit of the Mortgage Loan Borrower) that it is not a Non-Exempt Person and that neither the Lead Securitization
Noteholder nor the Mortgage Loan Borrower is obligated under applicable law to withhold Taxes on sums paid to it with respect
to the Mortgage Loan or otherwise pursuant to this Agreement. Contemporaneously with the execution of this Agreement and from
time to time as necessary during the term of this Agreement, each Noteholder (to the extent it is not the same entity as the Lead
Securitization Noteholder) shall deliver to the Lead Securitization Noteholder or Servicer, as applicable, evidence satisfactory
to the Lead Securitization Noteholder substantiating that such Noteholder is not a Non-Exempt Person and that the Lead Securitization
Noteholder is not obligated under applicable law to withhold Taxes on sums paid to it with respect to the Mortgage Loan or otherwise
under this Agreement. Without limiting the effect of the foregoing, (i) if a Noteholder is created or organized under the laws
of the United States, any state thereof or the District of Columbia, it shall satisfy the requirements of the preceding sentence
by furnishing to the Lead Securitization Noteholder an Internal Revenue Service Form W-9 and (ii) if a Noteholder is not created
or organized under the laws of the United States, any state thereof or the District of Columbia, and if the payment of interest
or other amounts by the Mortgage Loan Borrower is treated for United States income tax purposes as derived in whole or part from
sources within the United States, such Noteholder shall satisfy the requirements of the preceding sentence by furnishing to the
Lead Securitization Noteholder Internal Revenue Service Form W-8ECI, Form W-8IMY (with appropriate attachments) or Form W-8BEN
or Form W-8BEN-E, or successor forms, as may be required from time to time, duly executed by such Noteholder, as evidence of such
Noteholder’s exemption from the withholding of United States tax with respect thereto. The Lead Securitization Noteholder
shall not be obligated to make any payment hereunder to a Noteholder in respect of its Note or otherwise until such Noteholder
shall have furnished to the Lead Securitization Noteholder the requested forms, certificates, statements or documents.


 






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Section
33.        Custody of Mortgage Loan Documents. Prior to the date of the First Securitization, the originals of all of the Mortgage
Loan Documents (other than any Notes not held by the Initial Agent) shall be held by the Initial Agent (or a custodian acting
on behalf of the Initial Agent) on behalf of the registered holders of each of the Notes. On and after the First Securitization,
the originals of all of the Mortgage Loan Documents (including the Note or Notes included in the First Securitization, but excluding
the Notes not included in the First Securitization) shall be held by the First Securitization Noteholder (or a custodian acting
on behalf of the First Securitization Noteholder) on behalf of the registered holders of the Notes, until the Note A-1 Securitization
Date, at which time, the originals of all of the Mortgage Loan Documents (other than the Notes not included in the Note A-1 Securitization)
shall be held by the Lead Securitization Noteholder (or a custodian acting on behalf of the Lead Securitization Noteholder).


 


Section
34.        Servicing of the Loan After the Securitization Date. Pursuant to the Lead
Securitization Servicing Agreement, the Master Servicer (whose identity may change from time to time as provided in the Lead Securitization
Servicing Agreement) will be appointed as the servicer of the Mortgage Loan and the Special Servicer will be appointed as the
special servicer of the Mortgage Loan, and the parties agree that the Master Servicer and Special Servicer will service the Mortgage
Loan on behalf of the Senior Noteholders and the Junior Noteholders pursuant to the Lead Securitization Servicing Agreement and
subject to the terms hereof.


 


Section
35.        Notices. All notices required hereunder shall be given by (i) telephone
(confirmed promptly in writing) or shall be in writing and personally delivered, (ii) sent by facsimile transmission (during business
hours) if the sender on the same day sends a confirming copy of such notice by reputable overnight delivery service (charges prepaid),
(iii) reputable overnight delivery service (charges prepaid) or (iv) certified United States mail, postage prepaid return receipt
requested, and addressed to the respective parties at their addresses set forth on Exhibit B hereto, or at such other address
as any party shall hereafter inform the other party by written notice given as aforesaid. All written notices so given shall be
deemed effective upon receipt.


 


All
notices and reports (including, without limitation, Asset Status Reports) required to be delivered hereunder by the Lead Securitization
Noteholder (or the Servicer on its behalf) to the Controlling Noteholder (or its Operating Advisor), or by the Controlling Noteholder
(or its Operating Advisor) to the Lead Securitization Noteholder (or the Servicer on its behalf), shall also be delivered by the
applicable party to the Junior Noteholders.


 


Section
36.        Broker. Each Noteholder represents to each other Noteholder that no broker
was responsible for bringing about this transaction.


 


Section
37.        Certain Matters Affecting the Agent.


 


(a)       The
Agent may request and/or rely upon, and shall be protected in acting or refraining from acting upon the
representations and warranties made by any transferee in connection with a Transfer pursuant to Section 19 or otherwise
in connection with Section 19, 20 or 21;


 






    71


     


    

 


(b)       The
Agent may consult with counsel and any opinion of counsel shall be full and complete authorization and protection in respect of
any action taken or suffered or omitted by it hereunder in good faith and in accordance with such opinion of counsel;


 


(c)       The
Agent shall be under no obligation to institute, conduct or defend any litigation hereunder or in relation hereto at the request,
order or direction of any of the Noteholders pursuant to the provisions of this Agreement, unless it has received an indemnity
reasonably satisfactory to it;


 


(d)       The
Agent or any of its directors, officers, employees, Affiliates, agents or “control persons” within the meaning of
the Securities Act of 1933, as amended, shall not be personally liable for any action taken, suffered or omitted by it in good
faith and reasonably believed by the Agent to be authorized or within the discretion or rights or powers conferred upon it by
this Agreement;


 


(e)       The
Agent shall not be bound to make any investigation into the facts or matters related to a Transfer or in connection with Section
19, 20 or 21; and


 


(f)       The
Agent may execute any of the powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys
but shall not be relieved of its obligations hereunder.


 


Section
38.        Termination of Agent. Prior to a Securitization, the Agent may be terminated
at any time upon ten (10) days prior written notice from the Note A-1 Holder. In the event that the Agent is terminated pursuant
to this Section 38, all of its rights and obligations under this Agreement shall be terminated, other than any rights or obligations
that accrued prior to the date and time of such termination.


 


The
Agent may resign at any time upon notice, so long as a successor Agent, reasonably satisfactory to the Noteholders, has agreed
to be bound by this Agreement and perform the duties of the Agent hereunder. UBS AG, New York Branch, as Initial Agent, may transfer
its rights and obligations to the Servicer, as successor Agent, at any time without the consent of any Noteholder. UBS AG, New
York Branch, as Initial Agent, shall promptly and diligently attempt to cause the Servicer to act as successor Agent, and, if
the Servicer declines to act in such capacity, shall promptly and diligently attempt to cause a similar servicer to act as successor
Agent. The termination or resignation of the Servicer, as Servicer under the Servicing Agreement, shall be deemed a termination
or resignation of the Servicer as Agent under this Agreement. Notwithstanding anything to the contrary in this Agreement, upon
a Securitization of any Senior Note or any portion thereof, the Certificate Administrator (or, if there is no Certificate Administrator,
the Trustee) shall automatically become and be the Agent.


 


Section
39.        Resizing. Notwithstanding any other provision of this Agreement, for so
long as any Senior Noteholder or an affiliate thereof (a “Securitizing/Resizing Entity”) is the owner of any
Senior Note that is not included in a Securitization (each, an “Owned Note”), such Securitizing/Resizing Entity
shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended
and restated notes or additional notes (in either case, “New Notes”) reallocating the principal of any Owned
Note to


 






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such New Notes; or severing an Owned Note into one or more further “component” notes in the aggregate principal
amount equal to the then outstanding principal balance of such Owned Note; provided, that (i) the aggregate principal balance
of all outstanding New Notes following any such amendment is no greater than the aggregate principal amount of the applicable
Owned Note prior to such amendment, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior
to such amendments, (iii) all Senior Notes pay on a Pro Rata and Pari Passu Basis and such reallocated or component New Notes
shall be automatically subject to the terms of this Agreement, and (iv) the Securitizing/Resizing Entity holding the New Notes
shall notify the Controlling Noteholder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee
in writing of such modified allocations and principal amounts. In connection with the foregoing (provided the conditions set forth
in clauses (i) through (iv) above are satisfied, the Master Servicer is hereby authorized and directed to execute amendments to
the Mortgage Loan Documents and this Agreement on behalf of any or all of the Noteholders, as applicable, solely for the purpose
of reflecting such reallocation of principal and if an Owned Note is severed into more than one New Note, each New Note shall
have the same rights as the respective original Owned Note and each New Note shall be a “Note” hereunder and for purposes
of adding and modifying any definitions related thereto. If more than one New Note is created hereunder, for purposes of exercising
the rights of a “Controlling Noteholder” or “Non-Controlling Noteholder”, as applicable, shall be provided
in the definitions of such terms in this Agreement; provided that the Controlling Noteholder shall be entitled to designate any
New Note created from the existing controlling note to be a Non-Controlling Note hereunder.


 


[SIGNATURE
PAGE FOLLOWS]


 






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IN
WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the day and year first above written.


 


		UBS
         AG, as Initial Note A-1 Holder
	 	 	 
	 	By:	/s/
                                         Jared Randall
	 	 	Name: Jared
                                         Randall
	 	 	Title:
                                         Executive Director
	 	 	 
	 	By:	/s/
                                         Racquel A.C. Small
	 	 	Name: Racquel
                                         A.C. Small
	 	 	Title:
                                         Executive Director
	 	 	 
	 	UBS
                                         AG, as Initial Note A-2 Holder
	 	 	 
	 	By:	/s/
                                         Jared Randall
	 	 	Name:
                                         Jared Randall
	 	 	Title:
                                         Executive Director
	 	 	 
	 	By:	/s/
                                         Racquel A.C. Small
	 	 	Name:
                                         Racquel A.C. Small
	 	 	Title:
                                         Executive Director
	 	 	 
	 	ATHENE
                                         ANNUITY AND LIFE COMPANY, as Initial Note B-1 Holder
	 	 	 
	 	By:
                                         Athene Asset Management LLC, its investment adviser
	 	 	 
	 	By:	/s/
                                         Robert R. Graham
	 	 	Name:
                                         Robert R. Graham
	 	 	Title:
                                         Executive Vice President Structured Investment
	 	 	 
	 	AMERICAN
                                         EQUITY INVESTMENT LIFE INSURANCE COMPANY, as Initial Note B-2 Holder
	 	 	 
	 	By:
                                         Athene Asset Management LLC, its investment adviser
	 	 	 
	 	By:	/s/
                                         Robert R. Graham
	 	 	Name:
                                         Robert R. Graham
	 	 	Title:
                                         Executive Vice President Structured Investment



 



 UBS
2018-C10: AGREEMENT AMONG NOTEHOLDERS (5TH STREET STATION)


 






     


     


    







  


EXHIBIT
A



MORTGAGE LOAN SCHEDULE


 


A.       Description
of Mortgage Loan:


 


	Mortgage
    Loan:	Loan Agreement, dated as of May 18, 2018, between UBS AG, by and
through its branch office at 1285 Avenue of the Americas, New York, New York, as Co-Lender, Athene Annuity and Life Company, an
Iowa company doing business in New York under fictitious name MLS, Athene Iowa, as Co- Lender, American Equity Investment Life
Insurance Company, as Co-Lender and the Mortgage Loan Borrower




	Mortgage
    Loan Borrower:	5th
    Street Station, LLC
	Date
    of the Mortgage Loan and the Mortgage: 	May
    18, 2018
	Initial
    Principal Amount of Mortgage Loan:	$83,300,000
	Location
    of Mortgaged Property:	Charlottesville,
    Virginia
	Stated
    Maturity Date:	April
    6, 2028


 


B.       Description
of Note Interests:


 


	Initial
    Senior Note Principal Balance:	$45,000,000
	Initial
    Note A-1 Principal Balance:	$36,000,000
	Initial
    Note A-2 Principal Balance:	$9,000,000
	Initial
    Junior Note Principal Balance:	$38,300,000
	Initial
    Note B-1 Principal Balance:	$29,000,000
	Initial
    Note B-2 Principal Balance:	$9,300,000
	Senior
    Note Rate:	[5.0000]%
	Junior
    Note Rate:	[5.3700]%
	Initial
    Senior Note Percentage Interest: 	54.02%



 






     A-1


     


    

 


	Initial
    Junior Note Percentage Interest:	45.98%






 






     A-2


     


    







 


EXHIBIT
B


 


Initial
Note A-1 Holder, Initial Note A-2 Holder:


 


UBS
AG 


1285
Avenue of the Americas 


New
York, New York 10019 


Attention: 
David Schell 


Email: 
david.schell@ubs.com





 


with
a copy to:



Chad Eisenberger, Esq.

UBS Business Solutions LLC

153 West 51st Street 


New
York, New York 10019

Email: chad.eisenberger@ubs.com

Telephone No.: (212) 821-4885


 


Initial
Note B-1 Holder:


 





Athene Annuity and Life Company, an Iowa company

doing business in New York under fictitious name MLS, Athene Iowa 

c/o Athene
Asset Management, L.P. 

2121 Rosecrans Ave, Suite 5300 

El Segundo, California 90245






Initial
Note B-2 Holder:


American
Equity Investment Life Insurance Company 

c/o Athene Asset Management, L.P. 

2121 Rosecrans Ave, Suite 5300 

El Segundo, California 90245


 


 



     


     


    

 





EXHIBIT
C



PERMITTED FUND MANAGERS


 


		1.	Apollo
                                         Global Real Estate






		2.	Apollo
                                         Global Management






		3.	Athene
                                         Asset Management, L.P.






		4.	Archon
                                         Capital, L.P.






		5.	BlackRock,
                                         Inc.






		6.	The
                                         Blackstone Group International Ltd.






		7.	Clarion
                                         Partners






		8.	Colony
                                         Capital, Inc.






		9.	Eightfold
                                         Real Estate Capital, L.P.






		10.	Fortress
                                         Investment Group LLC






		11.	Goldman,
                                         Sachs & Co.






		12.	iStar
                                         Financial Inc.






		13.	J.E.
                                         Roberts Companies






		14.	KKR
                                         Real Estate Manager Finance LLC






		15.	Lend-Lease
                                         Real Estate Investments






		16.	Lonestar
                                         Funds






		17.	Praedium
                                         Group






		18.	Prima
                                         Capital Advisors LLC






		19.	Raith
                                         Capital Partners, LLC






		20.	Rialto
                                         Capital Advisors, LLC






		21.	Rialto
                                         Capital Management, LLC






		22.	Square
                                         Mile Capital Management LLC






		23.	Starwood
                                         Financial Trust






		24.	Torchlight
                                         Investors






		25.	Walton
                                         Street Capital, LLC






		26.	Westbrook
                                         Partners



 






     C-1